Common use of Settlement Procedures Clause in Contracts

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.14, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Appropriate Lenders of the occurrence effectiveness of the applicable Incremental Facility effected on such Increase Effective Date and, in (including the case of a Revolving Credit Increase, the aggregate amount of the Commitments thereof) and the Applicable Percentage of each Appropriate Lender as a result thereof, and in . In the case event of an increase in an existing Term Facility or a new Incremental Term Loan TL Facility, the allocated portion and applicable percentage of on such Increase Effective Date each Lender participating in such Incremental Term Loan Facility and each such participating Lender increase shall make a term loan Term Loan with respect to the applicable Term Facility to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Lenders of the occurrence and amount of the Incremental Facility effected on such Increase Effective Date and, in the case of a an Incremental Revolving Credit Increase, the amount of the Revolving Credit Commitments and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan FacilityIncrease, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility Increase and each such Lender participating Lender shall make a term loan to the Borrower equal to its allocated portion of in such Incremental Term Loan FacilityIncrease shall make the amount of its Term Loan available in accordance with and at the time required by Section 2.02. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Revolver Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.17, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental increase of the Revolving Credit Facility effected on such Revolver Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the Commitments Revolving Credit Commitment and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental the increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Revolver Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new New Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving Credit Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Borrower Revolver Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrowers shall jointly and severally pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility increase effected on such Increase Effective Date Date, the amount of the increase, the nature of the increase (i.e., an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility) and, (x) in the case of a an Incremental Revolving Credit Increase, the amount of the Commitments Revolving Credit Commitment and the Applicable Percentage of each Revolving Lender as a result thereof, thereof and (y) in the case of an Incremental Term Increase or an Incremental Term Loan Facility, the allocated portion amount of the Term Commitment and applicable percentage Applicable Percentage of each Term Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make as a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityresult thereof. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the applicable Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Revolving Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, Percentage and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Term SOFR Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility increase effected on such Increase Effective Date Date, the amount of the increase, the nature of the increase (i.e., an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility) and, (x) in the case of a an Incremental Revolving Credit Increase, the amount of the Commitments Revolving Credit Commitment and the Applicable Percentage of each Revolving Lender as a result thereof, thereof and (y) in the case of an Incremental Term Increase or an Incremental Term Loan Facility, the allocated portion amount of the Term Commitment and applicable percentage Applicable Percentage of each Term Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make as a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityresult thereof. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the applicable Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Revolving Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, Percentage and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a “Settlement Notice” and the date of each Settlement Notice being a “Settlement Date”) of the conditions set forth aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. In determining the amount of outstanding Revolving Loans for purposes of calculating any Excess Funded Amount pursuant to subsection 2.1D(ii) below or any Excess Paydown Amount pursuant to subsection 2.1D(iii) below, any Foreign Currency Loan shall be excluded. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in clause excess of Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the “Excess Funded Amount”), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender’s Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender’s credit relationship with Borrower believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender’s Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the “Excess Paydown Amount”), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender’s Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of Borrower or any of its Subsidiaries; (d) any breach of this Agreement by Borrower, Agent or any Lender; or (e) of this Section 2.14any other circumstance, the Administrative Agent shall notify the Lenders happening, or event whatsoever, whether or not similar to any of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the “Payor”) obligated to make a payment to any other Person (the “Payee”) pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by DBTCA for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any Lenderrepayment of principal of the Revolving Loans is thereafter recovered by or on behalf of Borrower from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective Pro Rata Shares of Lenders) than any such recovery from the other Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.

Settlement Procedures. (a) On each Increase Effective Payment Date, promptly the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person in the following fulfillment order of priority: (i) FIRST, to the Hedge Counterparty, if any, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date; (ii) SECOND, to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; (iii) THIRD, to the Deal Agent for the account of the conditions set forth Lender, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in clause respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (eiv) FOURTH, during the Revolving Period, to the Deal Agent for the account of this Section 2.14the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (v) FIFTH, during the Amortization Period, to the Deal Agent for the account of the Lender, the Administrative Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (vi) SIXTH, to the Deal Agent shall notify for the Lenders account of the occurrence Lender and any Successor Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts due in respect of such Payment Date and unpaid from any prior Payment Date; (vii) SEVENTH, to the Incremental Facility effected Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on such Increase Effective Date and, deposit in the case of a Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (viii) EIGHTH, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Credit IncreasePeriod, other than the amount of the Commitments and the Applicable Percentage of each Lender as a result thereofAggregate Loan Amount) until paid in full; and (ix) NINTH, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal any remaining amounts. (b) One (1) Business Day per calendar month, the date of which is to its allocated portion be chosen by the Borrower, the Collateral Agent shall, upon two (2) Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such Incremental Term Loan Facilityrequest. In the event that an Incremental Revolving Increase results in any change The Collateral Agent shall distribute such amount to the Applicable Percentage Deal Agent for the account of any the Lender, then on to be distributed by the Increase Effective DateDeal Agent to the Lender, as applicable, (i) the participation interests a payment in reduction of the Lenders Aggregate Loan Amount. Notwithstanding anything in this Section 2.6(b) to the contrary, the Collateral Agent shall not be required to effect any outstanding Letters such withdrawal or the Deal Agent make any such distribution until a Responsible Officer of Credit the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall be automatically reallocated among include electronic transmission) that it reasonably believes that at the Lenders in accordance with their respective Applicable Percentages end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loanspayment, will be equal greater than the amount needed to its adjusted Applicable Percentage, make the payments required pursuant to Section 2.6(a)(i) through (viii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(iii) and (iv) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay any amounts required pursuant such amount to Section 3.05 on account of the payments made pursuant Deal Agent for payment to clause (iii) of this sentencethe Lender.

Settlement Procedures. (a) On each Increase Effective Payment Date, promptly the Collateral Agent shall withdraw Available Funds and any Excess Reserve Amount (to be applied in accordance with Section 2.6(c)) and investment earnings on amounts on deposit in the Collection Account from the Collection Account and allocate and distribute such amounts to the applicable Person in the following fulfillment order of priority: (i) First, to the Hedge Counterparty, if any, an amount equal to any Hedge Costs (exclusive of termination payments) and any such Hedge Costs (exclusive of termination payments) unpaid from any prior Payment Date; (ii) Second, to the Servicer, an amount equal to any accrued and unpaid Servicing Fees due in respect of such Payment Date and any Servicing Fees unpaid from any prior Payment Date; (iii) Third, to the Deal Agent for the account of the conditions set forth Lender, an amount equal to the sum of any accrued and unpaid (A) Interest and Breakage Costs, (B) the Program Fee, and (C) the Unused Fee, Increased Costs and any Additional Amounts due in clause respect of such Payment Date and any such amounts unpaid from any prior Payment Date; (eiv) Fourth, during the Revolving Period, to the Deal Agent for the account of this Section 2.14the Lender, an amount equal to the Monthly Principal Payment Amount for such Payment Date; (v) Fifth, during the Amortization Period, to the Deal Agent for the account of the Lender, the Administrative Additional Principal Payment Amount, until the Aggregate Loan Amount has been reduced to zero; (vi) Sixth, to the Deal Agent shall notify for the Lenders account of the occurrence Lender and any Successor Servicer, an amount equal to Increased Costs, any Additional Amounts and Indemnified Amounts due in respect of such Payment Date and unpaid from any prior Payment Date; (vii) Seventh, to the Incremental Facility effected Reserve Account, (A) an amount equal to any outstanding Reserve Advances and (B) the amount necessary to cause the amount on such Increase Effective Date and, deposit in the case of a Reserve Account to equal the Required Reserve Account Amount (after giving effect to any deposits made in subclause (A)); (viii) Eighth, to any other applicable Person, all remaining amounts up to all Aggregate Unpaids (during the Revolving Credit IncreasePeriod, other than the amount of the Commitments and the Applicable Percentage of each Lender as a result thereofAggregate Loan Amount) until paid in full; and (ix) Ninth, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal any remaining amounts. (b) One (1) Business Day per calendar month, the date of which is to its allocated portion be chosen by the Borrower, the Collateral Agent shall, upon two (2) Business Days' prior written request of the Borrower, withdraw from the Collection Account an amount not to exceed the amount on deposit therein on the date of such Incremental Term Loan Facilityrequest. In the event that an Incremental Revolving Increase results in any change The Collateral Agent shall distribute such amount to the Applicable Percentage Deal Agent for the account of any the Lender, then on to be distributed by the Increase Effective DateDeal Agent to the Lender, as applicable, (i) the participation interests a payment in reduction of the Lenders Aggregate Loan Amount. Notwithstanding anything in this Section 2.6(b) to the contrary, the Collateral Agent shall not be required to effect any outstanding Letters such withdrawal or the Deal Agent make any such distribution until a Responsible Officer of Credit the Servicer or a representative of the Servicer designated by a Responsible Officer of the Servicer has certified to the Collateral Agent and the Deal Agent in writing (which shall be automatically reallocated among include electronic transmission) that it reasonably believes that at the Lenders in accordance with their respective Applicable Percentages end of the related Collection Period the sum of Available Funds and Excess Reserve Amount, after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loanspayment, will be equal greater than the amount needed to its adjusted Applicable Percentage, make the payments required pursuant to Section 2.6(a)(i) through (viii). (c) (i) If on any Payment Date the amount paid pursuant to Section 2.6(a)(iii) and (iv) is insufficient to cover all amounts due thereunder on such Payment Date, the Borrower Collateral Agent shall withdraw from the Reserve Account an amount equal to the lesser of such shortfall and the amount of funds on deposit in the Reserve Account (such withdrawal, a “Reserve Advance”) and deposit such amount to the Collection Account. The Collateral Agent shall pay any amounts required pursuant such amount to Section 3.05 on account of the payments made pursuant Deal Agent for payment to clause (iii) of this sentencethe Lender.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.142.18, the Administrative Agent shall notify the Revolving A Lenders of the occurrence of the Incremental increase of the Revolving A Credit Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the Commitments Revolving A Credit Commitment and the Applicable Revolving A Credit Percentage of each Revolving A Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental the increase in the Revolving Increase A Credit Facility results in any change to the Applicable Revolving A Credit Percentage of any Revolving A Lender, then on the Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving A Lenders in any outstanding Facility A Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving A Lenders in accordance with their respective Applicable Revolving A Credit Percentages after giving effect to such increase, (ii) any new Revolving A Lender, and any existing Revolving A Lender whose Revolving A Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving A Credit Percentage of all existing Committed Revolving A Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit A Lenders whose Applicable Revolving A Credit Percentage is decreasing such amounts as are necessary so that each Revolving A Credit Lender’s share of all Loans, participation in existing Committed Revolving A Credit Loans will be equal to its adjusted Applicable Revolving A Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving A Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Revolving Credit Commitments or additional Term Loans, as the case may be, and the Applicable Percentage of each Appropriate Lender as a result thereof, and . In the event of an increase in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of on such Increase Effective Date each Lender participating in such Incremental Term Loan Facility and each such participating Lender increase shall make a term loan Term Loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityincrease. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of Date with respect to the conditions set forth in clause (e) of this Section 2.14Revolving Credit Facility, the Administrative Agent Borrower shall notify (A) prepay the Lenders of the occurrence of the Incremental Facility effected on outstanding Revolving Credit Loans (if any) in full, (B) simultaneously borrow new Revolving Credit Loans hereunder in an amount equal to such Increase Effective Date and, prepayment (in the case of Eurocurrency Loans, with a LIBO Rate equal to the outstanding LIBO Rate and with Interest Period(s) ending on the date(s) of any then outstanding Interest Period(s)), as applicable (as modified hereby); provided that with respect to subclauses (A) and (B), (x) the prepayment to, and borrowing from, any existing Revolving Lender shall be effected by book entry to the extent that any portion of the amount prepaid to such Revolving Lender will be subsequently borrowed from such Revolving Lender and (y) the existing Revolving Lenders (including existing Revolving Lenders providing a Revolving Credit Commitment Increase, the amount of the Commitments if applicable) and the Applicable Percentage of each Lender as New Lenders shall make and receive payments among themselves, in a result thereofmanner acceptable to the Administrative Agent, and in the case of an Incremental Term Loan Facilityso that, after giving effect thereto, the allocated portion Revolving Credit Loans are held ratably by such existing Revolving Lenders and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the New Lenders in accordance with their the respective Applicable Percentages Revolving Commitments of such Revolving Lenders (after giving effect to such increase, Revolving Commitment Increase) and (iiC) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Revolving Lenders the amounts, if any, payable under Section 3.05 as a result of any such prepayment. Concurrently therewith, the Revolving Lenders shall be deemed to have adjusted their participation interests in any outstanding Swing Line Loans so that such interests are held ratably in accordance with their Revolving Commitments as so increased. The Administrative Agent such amounts as are necessary and the Lenders hereby agree that the minimum borrowing, pro rata borrowing and pro rata payment requirements contained elsewhere in this Agreement shall not apply to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required transactions effected pursuant to Section 3.05 on account of the payments made pursuant to this clause (iii) of this sentencef).

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Revolving Credit Commitments or additional Term Loans, as the case may be, and the Applicable Percentage of each Appropriate Lender as a result thereof, and . In the event of an increase in the case of an Incremental Term Loan Facility or a New Term Facility, the allocated portion and applicable percentage of on such Increase Effective Date each Lender participating in such Incremental increase or New Term Loan Facility and each such participating Lender shall make a term loan Term Loan to the Borrower equal to its allocated portion of such Incremental increase or New Term Loan Facility. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving Credit Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On (a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Agent may, at its option, subject to the terms of this Section, make available, on behalf of Lenders, including the Swing Line Lender, the full amount of the Revolving Loans or Swing Line Loans requested or charged to any Borrower’s loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof, without requirement of prior notice to Lenders of the proposed Revolving Loans. (b) With respect to all Revolving Loans made by Agent on behalf of Lenders, the amount of each Increase Effective DateLender’s Pro Rata Share of the outstanding Revolving Loans shall be computed weekly, promptly and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Loans as of 5:00 p.m. New York City time on the Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. With respect to Swing Line Loans made by Swing Line Lender or Agent on behalf of Swing Line Lender, Swing Line Lender (or Agent on behalf of Swing Line Lender) shall settle on the Swing Line Loans on a weekly basis or such other more frequent basis as Agent may from time to time determine. Agent (or Swing Line Lender as to Swing Line Loans) shall deliver to each of the Lenders after the end of each week, or at such lesser period or periods as Agent (or Swing Line Lender as to Swing Line Loans) shall determine, a summary statement of the amount of outstanding Loans (whether Revolving Loans, Swing Line Loans or both, as applicable) for such period (such week or other period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent (or Swing Line Lender in the case of Swing Line Loans) and received by a Lender prior to 12:00 p.m. New York City time, then such Lender shall make the settlement transfer described in this Section by no later than 3:00 p.m. New York City time on the same Business Day and if received by a Lender after 12:00 p.m. New York City time, then such Lender shall make the settlement transfer by not later than 3:00 p.m. New York City time on the next Business Day following fulfillment the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share of the outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Revolving Loans for the previous Settlement Period, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. Each Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Swing Line Lender (or upon its request to Agent) by wire transfer in immediately available funds the amount of such Lender’s Pro Rata Share of the outstanding Swing Line Loans as set forth in the summary statement provided to such Lender as provided above. Amounts transferred to Swing Line Lender (or Agent as the case may be) in respect to a settlement of Swing Line Loans shall be applied to the payment of the Swing Line Loans and shall constitute Revolving Loans of such Lenders. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent and may occur at any time an Event of Default exists or has occurred and is continuing and whether or not the conditions set forth in clause Section 4.2 are satisfied (except if there is an Event of Default under Section 10.1(g) and 10.1(h), in which case the funds shall be in respect of each Lender’s participation). Agent and each Lender agrees to mxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding Loans and Letters of Credit. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and the Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section. (c) To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by a Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Agent may, at its option, at any time require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to a Borrower. In such event, Agent shall notify each Lender promptly after Agent’s receipt of the request for the Loans from a Borrower (or Administrative Borrower on behalf of such Borrower) or any deemed request hereunder and each Lender shall provide its Pro Rata Share of such requested Loan to the account specified by Agent in immediately available funds not later than 2:00 p.m. New York City time on the requested funding date, so that all such Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) Upon the making of any Loan by Agent as provided herein, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Loan. To the extent that there is no settlement in accordance with the terms hereof, Agent may at any time require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any such Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Loan. (e) As to any Loan funded by Agent on behalf of this Section 2.14a Lender (including Swing Line Lender) whether pursuant to Sections 6.10(a), the Administrative 6.10(b) or 6.10(c) above, Agent shall notify the Lenders may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the occurrence of the Incremental Facility effected Loan requested or otherwise made on such Increase Effective Date and, day in the case of Loans funded pursuant to Section 6.10(c) above or otherwise on the applicable settlement date. If Agent makes amounts available to a Revolving Credit IncreaseBorrower and such corresponding amounts are not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. New York City time on that day by each of the three leading brokers of Federal funds transactions in New York selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. (f) Upon any failure by a Lender to pay Agent (or Swing Line Lender) pursuant to the settlement described in Section 6.10(b) above or to pay Agent pursuant to Section 6.10(c), 6.10(d) or Section 6.10(e), Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Administrative Borrower’s receipt of such notice. (g) Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). So long as there is a Defaulting Lender, the maximum amount of the Loans and Letters of Credit shall not exceed the aggregate amount of the Commitments of the Lenders that are not Defaulting Lenders plus the Pro Rata Share of the Defaulting Lender (determined immediately prior to its being a Defaulting Lender) of the Loans and Letters of Credit outstanding as of the date that the Defaulting Lender has become a Defaulting Lender. At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders in accordance with the terms of this Agreement shall be distributed to Lenders based on their Pro Rata Shares calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata Share of a Defaulting Lender (which for such purpose shall be such Pro Rata Share as in effect immediately prior to its being a Defaulting Lender). To the extent that Agent elects to receive and retain such amounts, Agent may hold such amounts (which shall not accrue interest) and, in its reasonable discretion, relend such amounts to a Borrower. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders other than a Defaulting Lender based on their respective Pro Rata Shares as calculated after giving effect to the reduction of such Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as the principal amount of the Loans on a pro rata basis for purposes of Section 6.4 hereof. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders (other than a Defaulting Lender) and any allocation of requested Revolving Loans between them. The rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender and such Lender is otherwise in compliance with the terms of this Agreement (including making any payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be made based on the outstanding balance thereof on the date of the cure by Defaulting Lender or at such other time thereafter as Agent may specify) or has otherwise provided evidence in form and substance satisfactory to Agent that such Defaulting Lender will be able to fund its Pro Rata Share (as in effect immediately prior to its being a Defaulting Lender) in accordance with the terms hereof. Upon the cure by Defaulting Lender of the event that is the basis for it to be a Defaulting Lender by making such payment or payments and such Lender otherwise being in compliance with the terms hereof, such Lender shall cease to be a Defaulting Lender and shall only be entitled to payment of interest accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers on the funds constituting Loans funded by such Lender prior to the date of it being a Defaulting Lender (and not previously paid to such Lender) and shall otherwise, on and after such cure, make Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the Applicable Percentage operation of each this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or Guarantor of its duties and obligations hereunder (including, but not limited to, the obligation of such Borrower or Guarantor to make any payments hereunder, whether in respect of Loans by a Defaulting Lender or otherwise). (h) Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Defaulting Lender, if there are any Letters of Credit outstanding, within three (3) Business Days after the written request of the applicable Issuing Bank, Borrowers shall pay to Agent an amount equal to the Pro Rata Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of the Letter of Credit Obligations then outstanding to be held by Agent on terms and conditions satisfactory to Agent and Issuing Bank as cash collateral for the Obligations and for so long as there is a Defaulting Lender, Issuing Bank shall not be required to issue any Letter of Credit, or increase or extend or otherwise amend any Letter of Credit, unless upon the request of Issuing Bank, Agent has cash collateral from Borrowers in an amount equal to the Pro Rata Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of the Letter of Credit Obligations outstanding after giving effect to any such requested Letter of Credit (or increase, extension or other amendment) to be held by Agent on its behalf on terms and conditions satisfactory to Agent and Issuing Bank or there are other arrangements reasonably satisfactory to Issuing Bank with respect to the participation in Letters of Credit by such Defaulting Lender. Such cash collateral shall be applied first to the Letter of Credit Obligations before application to any other Obligations, notwithstanding anything to the contrary contained in Section 6.4 hereof. (i) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that any Borrower may have against a Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by such Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceCommitment.

Settlement Procedures. On (a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Lenders, Agent may, at its option, subject to the terms of this Section, make available, on behalf of Lenders, including the Swing Line Lender, the full amount of the Revolving Loans or Swing Line Loans requested or charged to any Borrower’s loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof, without requirement of prior notice to Lenders of the proposed Revolving Loans. (b) With respect to all Revolving Loans made by Agent on behalf of Lenders, the amount of each Increase Effective DateLender’s Pro Rata Share of the outstanding Revolving Loans shall be computed weekly, promptly and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Loans as of 5:00 p.m. New York City time on the Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. With respect to Swing Line Loans made by Swing Line Lender or Agent on behalf of Swing Line Lender, Swing Line Lender (or Agent on behalf of Swing Line Lender) shall settle on the Swing Line Loans on a weekly basis or such other more frequent basis as Agent may from time to time determine. Agent (or Swing Line Lender as to Swing Line Loans) shall deliver to each of the Lenders after the end of each week, or at such lesser period or periods as Agent (or Swing Line Lender as to Swing Line Loans) shall determine, a summary statement of the amount of outstanding Loans (whether Revolving Loans, Swing Line Loans or both, as applicable) for such period (such week or other period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent (or Swing Line Lender in the case of Swing Line Loans) and received by a Lender prior to 12:00 p.m. New York City time, then such Lender shall make the settlement transfer described in this Section by no later than 3:00 p.m. New York City time on the same Business Day and if received by a Lender after 12:00 p.m. New York City time, then such Lender shall make the settlement transfer by not later than 3:00 p.m. New York City time on the next Business Day following fulfillment the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Loans is more than such Lender’s Pro Rata Share of the outstanding Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Revolving Loans for the previous Settlement Period, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. Each Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Swing Line Lender (or upon its request to Agent) by wire transfer in immediately available funds the amount of such Lender’s Pro Rata Share of the outstanding Swing Line Loans as set forth in the summary statement provided to such Lender as provided above. Amounts transferred to Swing Line Lender (or Agent as the case may be) in respect to a settlement of Swing Line Loans shall be applied to the payment of the Swing Line Loans and shall constitute Revolving Loans of such Lenders. The obligation of each of the Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent and may occur at any time an Event of Default exists or has occurred and is continuing and whether or not the conditions set forth in clause Section 4.2 are satisfied (except if there is an Event of Default under Section 10.1(g) and 10.1(h), in which case the funds shall be in respect of each Lender’s participation). Agent and each Lender agrees to xxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding Loans and Letters of Credit. Each Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Lenders may be advancing and/or may be repaid Loans prior to the time when Lenders will actually advance and/or be repaid such Loans, interest with respect to Loans shall be allocated by Agent in accordance with the amount of Loans actually advanced by and repaid to each Lender and the Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section. (c) To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by a Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Agent may, at its option, at any time require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to a Borrower. In such event, Agent shall notify each Lender promptly after Agent’s receipt of the request for the Loans from a Borrower (or Administrative Borrower on behalf of such Borrower) or any deemed request hereunder and each Lender shall provide its Pro Rata Share of such requested Loan to the account specified by Agent in immediately available funds not later than 2:00 p.m. New York City time on the requested funding date, so that all such Loans shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) Upon the making of any Loan by Agent as provided herein, without further action by any party hereto, each Lender shall be deemed to have irrevocably and unconditionally purchased and received from Agent, without recourse or warranty, an undivided interest and participation to the extent of such Lender’s Pro Rata Share in such Loan. To the extent that there is no settlement in accordance with the terms hereof, Agent may at any time require the Lenders to fund their participations. From and after the date, if any, on which any Lender has funded its participation in any such Loan, Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest received by Agent in respect of such Loan. (e) As to any Loan funded by Agent on behalf of this Section 2.14a Lender (including Swing Line Lender) whether pursuant to Sections 6.10(a), the Administrative 6.10(b) or 6.10(c) above, Agent shall notify the Lenders may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the occurrence of the Incremental Facility effected Loan requested or otherwise made on such Increase Effective Date and, day in the case of Loans funded pursuant to Section 6.10(c) above or otherwise on the applicable settlement date. If Agent makes amounts available to a Revolving Credit IncreaseBorrower and such corresponding amounts are not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. New York City time on that day by each of the three leading brokers of Federal funds transactions in New York selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Base Rate Loans. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. (f) Upon any failure by a Lender to pay Agent (or Swing Line Lender) pursuant to the settlement described in Section 6.10(b) above or to pay Agent pursuant to Section 6.10(c), 6.10(d) or Section 6.10(e), Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Administrative Borrower’s receipt of such notice. (g) Agent shall not be obligated to transfer to a Defaulting Lender any payments received by Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a “Lender” and such Lender’s Commitment shall be deemed to be zero (0). So long as there is a Defaulting Lender, the maximum amount of the Loans and Letters of Credit shall not exceed the aggregate amount of the Commitments of the Lenders that are not Defaulting Lenders plus the Pro Rata Share of the Defaulting Lender (determined immediately prior to its being a Defaulting Lender) of the Loans and Letters of Credit outstanding as of the date that the Defaulting Lender has become a Defaulting Lender. At any time that there is a Defaulting Lender, payments received for application to the Obligations payable to Lenders in accordance with the terms of this Agreement shall be distributed to Lenders based on their Pro Rata Shares calculated after giving effect to the reduction of the Defaulting Lender’s Commitment to zero as provided herein or at Agent’s option, Agent may instead receive and retain such amounts that would be otherwise attributable to the Pro Rata Share of a Defaulting Lender (which for such purpose shall be such Pro Rata Share as in effect immediately prior to its being a Defaulting Lender). To the extent that Agent elects to receive and retain such amounts, Agent may hold such amounts (which shall not accrue interest) and, in its reasonable discretion, relend such amounts to a Borrower. To the extent that Agent exercises its option to relend such amounts, such amounts shall be treated as Revolving Loans for the account of Agent in addition to the Revolving Loans that are made by the Lenders other than a Defaulting Lender based on their respective Pro Rata Shares as calculated after giving effect to the reduction of such Defaulting Lender’s Commitment to zero (0) as provided herein but shall be repaid in the same order of priority as the principal amount of the Loans on a pro rata basis for purposes of Section 6.4 hereof. Agent shall determine whether any Revolving Loans requested shall be made from relending such amounts or from Revolving Loans from the Lenders (other than a Defaulting Lender) and any allocation of requested Revolving Loans between them. The rights of a Defaulting Lender shall be limited as provided herein until such time as the Defaulting Lender has made all payments to Agent of the amounts that it had failed to pay causing it to become a Defaulting Lender and such Lender is otherwise in compliance with the terms of this Agreement (including making any payments as it would have been required to make as a Lender during the period that it was a Defaulting Lender other than in respect of the principal amount of Revolving Loans, which payments as to the principal amount of Revolving Loans shall be made based on the outstanding balance thereof on the date of the cure by Defaulting Lender or at such other time thereafter as Agent may specify) or has otherwise provided evidence in form and substance satisfactory to Agent that such Defaulting Lender will be able to fund its Pro Rata Share (as in effect immediately prior to its being a Defaulting Lender) in accordance with the terms hereof. Upon the cure by Defaulting Lender of the event that is the basis for it to be a Defaulting Lender by making such payment or payments and such Lender otherwise being in compliance with the terms hereof, such Lender shall cease to be a Defaulting Lender and shall only be entitled to payment of interest accrued during the period that such Lender was a Defaulting Lender to the extent previously received and retained by Agent from or for the account of Borrowers on the funds constituting Loans funded by such Lender prior to the date of it being a Defaulting Lender (and not previously paid to such Lender) and shall otherwise, on and after such cure, make Loans and settle in respect of the Loans and other Obligations in accordance with the terms hereof. The existence of a Defaulting Lender and the Applicable Percentage operation of each this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or Guarantor of its duties and obligations hereunder (including, but not limited to, the obligation of such Borrower or Guarantor to make any payments hereunder, whether in respect of Loans by a Defaulting Lender or otherwise). (h) Notwithstanding anything to the contrary contained in this Agreement, in the event that there is a Defaulting Lender, if there are any Letters of Credit outstanding, within three (3) Business Days after the written request of the applicable Issuing Bank, Borrowers shall pay to Agent an amount equal to the Pro Rata Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of the Letter of Credit Obligations then outstanding to be held by Agent on terms and conditions satisfactory to Agent and Issuing Banks as cash collateral for the Obligations and for so long as there is a Defaulting Lender, Issuing Banks shall not be required to issue any Letter of Credit, or increase or extend or otherwise amend any Letter of Credit, unless upon the request of the applicable Issuing Bank, Agent has cash collateral from Borrowers in an amount equal to the Pro Rata Share of the Defaulting Lender (calculated as in effect immediately prior to such Lender becoming a Defaulting Lender) of the Letter of Credit Obligations outstanding after giving effect to any such requested Letter of Credit (or increase, extension or other amendment) to be held by Agent on its behalf on terms and conditions satisfactory to Agent and such Issuing Bank or there are other arrangements reasonably satisfactory to such Issuing Bank with respect to the participation in Letters of Credit by such Defaulting Lender. Such cash collateral shall be applied first to the Letter of Credit Obligations before application to any other Obligations, notwithstanding anything to the contrary contained in Section 6.4 hereof. (i) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that any Borrower may have against a Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by such Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceCommitment.

Settlement Procedures. On each Increase Effective Date(a) The Servicing Agent may, promptly following fulfillment on behalf of the conditions Lenders, disburse funds to Borrower for Bridge Loan Advances requested by Borrower. Each Lender shall reimburse the Servicing Agent at the time set forth in clause Section 2.5(b) for all funds disbursed on its behalf by the Servicing Agent, or if the Servicing Agent so requests, each Lender will remit to the Servicing Agent its pro rata share of any Bridge Loan Advance before the Servicing Agent disburses the same to Borrower. If the Servicing Agent elects to require that each Lender make funds available to the Servicing Agent prior to a disbursement by the Servicing Agent to Borrower, the Servicing Agent shall promptly advise each Lender, by 6:00 p.m. (eChicago time) on the Business Day before the day on which the Bridge Loan Advance is to be made, by telephone (but not voicemail) of the amount of such pro rata share of the Bridge Loan Advance requested by Borrower, and, by no later than 10:00 a.m. (Chicago time) of the borrowing date applicable thereto, shall send to each Lender by telecopy a facsimile of the Borrower's Payment/Advance Form requesting such advance, and such Lender shall make available to the Servicing Agent such pro-rata share of such requested Bridge Loan Advance, in same day funds, by wire transfer to the Servicing Agent's account specified in writing to the Lenders by the Servicing Agent prior to 1:00 p.m. (Chicago time), on the borrowing date applicable thereto. (b) Unless the Servicing Agent shall have been notified in writing by any Lender prior to the borrowing date that such Lender will not make the amount that would constitute its pro rata share of the borrowing (as referred to in Section 2.1.1 above) on such date available to the Servicing Agent, the Servicing Agent may assume that such Lender has made such amount available to the Servicing Agent on the Business Day immediately following the date of Borrower's submission of the Payment/Advance Form, and the Servicing Agent may, in reliance upon such assumption, make available to Borrower a corresponding amount. If such amount is not made available to the Servicing Agent by 1:00 p.m. (Chicago time) on such date, such Lender shall pay to the Servicing Agent, on demand, in addition to such pro rata share of such borrowing, an amount equal to the product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such pro rata share of such borrowing, times (iii) a fraction the numerator of which is the number of days that elapse from and including such date to the date on which such pro rata share of such borrowing shall have become immediately available to the Servicing Agent and the denominator of which is 360. A certificate of the Servicing Agent submitted to any Lender with respect to any amounts owing under this Section 2.14shall be conclusive in the absence of manifest error. If such pro rata share of such borrowing is not made available to the Servicing Agent by such Lender by 1:00 p.m. (Chicago time) on the third Business Day after such date, the Administrative Servicing Agent shall notify be entitled to recover, on demand, from the Borrower, such amount with interest thereon at the rate per annum applicable to Bridge Loan Advance hereunder. For purposes of this Section, any amounts received by the Servicing Agent on any Business Day after 1:00 p.m. (Chicago time) shall be deemed to be received by the Servicing Agent on the immediately succeeding Business Day. (c) The Servicing Agent shall maintain an account on its books in the name of Borrower (the "Loan Account"). All Credit Extensions made by the Lenders to Borrower or for Borrower's account and all other monetary Obligations will be charged to the Loan Account. All amounts received by Servicing Agent from Borrower or for Borrower's account will be credited to the Loan Account for the account of each Lender. The Servicing Agent will send Borrower a monthly statement reflecting the activity in the Loan Account, and each such monthly statement shall be an account stated between Borrower and Servicing Agent for the benefit of each of the occurrence Lenders and shall be final conclusive and binding absent manifest error. (d) The Servicing Agent will promptly pay to the other Lenders such Lenders' pro rata shares of any principal payment and of any payment of any other Obligations after such payments are received by the Servicing Agent from Borrower. For purposes of this subsection, "promptly" means by 4:00 p.m. Chicago time of the Incremental Facility effected same Business Day for amounts the Servicing Agent receives by 10:00 a.m. Chicago time, and by 12:00 p.m. Chicago time on such Increase Effective Date andthe immediately succeeding Business Day for amounts the Servicing Agent receives after 10:00 a.m. Chicago time. For any amounts that the Servicing Agent does not make payments owing under this subsection promptly to the other Lenders, the other Lenders shall be entitled to receive, on demand, from the Servicing Agent, in addition to such payments, an amount equal to the case product of (i) the daily average Federal Funds Effective Rate during such period, times (ii) the amount of such payments due from Servicing Agent to such other Lender, times (iii) a Revolving Credit Increasefraction the numerator of which is the number of days that elapse from and including the date on which prompt payment is due from the Servicing Agent to the date on which the Servicing Agent shall have made such payment in immediately-available funds to such other Lender and the denominator of which is 360. Notwithstanding the foregoing, if the Servicing Agent does not make payments owing under this subsection to the other Lenders within three Business Days after prompt payment is due, the other Lenders shall be entitled to recover, on demand, from the Servicing Agent, the amount of such payment with interest thereon at the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term rate per annum applicable to Bridge Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceAdvance hereunder.

Settlement Procedures. On each Revolver Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental increase of the Revolving Credit Facility effected on such Revolver Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the Commitments Revolving Credit Commitment and the Applicable Revolving Credit Percentage and Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental the increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Revolver Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new New Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving Credit Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Revolver Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date(a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Administrative and Collateral Agent and Lenders, promptly following fulfillment Administrative and Collateral Agent may, subject to the terms of this Section, make available, on behalf of Lenders, the full amount of the conditions set forth in clause (e) Loans requested or charged to any Borrower’s loan account or otherwise to be advanced by Lenders pursuant to the terms hereof, without any requirement of this Section 2.14, the Administrative Agent shall notify the prior notice to Lenders of the occurrence proposed Loans. (b) With respect to all Revolving Loans made by Administrative and Collateral Agent on behalf of the Incremental Facility effected on such Increase Effective Date and, Revolving Loan Lenders as provided in the case of a Revolving Credit Increasethis Section, the amount of each Revolving Loan Lender’s Pro Rata Share of the Commitments outstanding Revolving Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Loans as of 5:00 p.m. New York time on the Business Day immediately preceding the date of each settlement computation; provided, that, Administrative and Collateral Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. Administrative and Collateral Agent shall deliver to each of the Revolving Loan Lenders after the end of each week, or at such lesser period or periods as Administrative and Collateral Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Administrative and Collateral Agent and received by a Revolving Loan Lender prior to 2:00 p.m. New York time, then such Revolving Loan Lender shall make the settlement transfer described in this Section by no later than 2:00 p.m. New York time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans is more than such Lender’s Pro Rata Share of the outstanding Revolving Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Administrative and Collateral Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Revolving Loans for the previous Settlement Period, Administrative and Collateral Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Revolving Loan Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Administrative and Collateral Agent. Each of Administrative and Collateral Agent and Revolving Loan Lenders agrees to mxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rate Share of the outstanding Revolving Loans and Letter of Credit Accommodations. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Administrative and Collateral Agent on behalf of Revolving Loan Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when Lenders will actually advance and/or be repaid such Revolving Loans, interest with respect to Revolving Loans shall be allocated by Administrative and Collateral Agent in accordance with the amount of Revolving Loans actually advanced by and repaid to each Revolving Loan Lender and the Applicable Percentage Administrative and Collateral Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section. (c) To the extent that Administrative and Collateral Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by Borrowers, Administrative and Collateral Agent may apply such amounts repaid directly to any amounts made available by any Administrative and Collateral Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Administrative and Collateral Agent may at any time require each Lender to provide Administrative and Collateral Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Administrative and Collateral Agent’s disbursement of such Loan to Borrowers. In such event, all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Revolving Loan Commitment of any Revolving Loan Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) If Administrative and Collateral Agent is not funding a particular Loan to Borrowers pursuant to this Section on any day, Administrative and Collateral Agent may assume that each Lender will make available to Administrative and Collateral Agent such Lender’s Pro Rata Share of the Revolving Loan requested or otherwise made on such day and Administrative and Collateral Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to Borrowers on such day. If Administrative and Collateral Agent makes such corresponding amount available to Borrowers and such corresponding amount is not in fact made available to Administrative and Collateral Agent by such Lender, Administrative and Collateral Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative and Collateral Agent at the interest rate provided for in Section 3.1 hereof. During the period in which such Lender has not paid such corresponding amount to Administrative and Collateral Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Administrative and Collateral Agent to Borrowers shall, for all purposes hereof, be a Loan made by Administrative and Collateral Agent for its own account. Upon any such failure by a Lender to pay Administrative and Collateral Agent, Administrative and Collateral Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall immediately pay such corresponding amount to Administrative and Collateral Agent for its own account. A Lender who fails to pay Administrative and Collateral Agent its Pro Rata Share of any Loans made available by the Administrative and Collateral Agent on such Lender’s behalf, or any Lender who fails to pay any other amount owing to Administrative and Collateral Agent, is a “Defaulting Lender”. Administrative and Collateral Agent shall not be obligated to transfer to a Defaulting Lender any payments made by or on behalf of any Borrower or any Guarantor to Administrative and Collateral Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative and Collateral Agent. Administrative and Collateral Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a Lender and such Defaulting Lender’s Revolving Loan Commitment shall be deemed to be zero (0). This Section shall remain effective with respect to a Defaulting Lender until such default is cured. The operation of this Section shall not be construed to increase or otherwise affect the Revolving Loan Commitment of any Lender, or relieve or excuse the performance by any Borrower or any Guarantor of their duties and obligations hereunder. (e) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Administrative and Collateral Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by any Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceRevolving Loan Commitment.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility increase effected on such Increase Effective Date Date, the amount of the increase, the nature of the increase (i.e., an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility) and, (x) in the case of a an Incremental Revolving Credit Increase, the amount of the Commitments Revolving Credit Commitment and the Applicable Percentage of each Revolving Lender as a result thereof, thereof and (y) in the case of an Incremental Term Increase or an Incremental Term Loan Facility, the allocated portion amount of the Term Commitment and applicable percentage Applicable Percentage of each Term Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make as a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityresult thereof. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the applicable Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Revolving Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, Percentage and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar RateTerm SOFR Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.142.18, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the Commitments Revolving Credit Commitment and/or TL Tranche and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental the increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, Date (i) the participation interests of the Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Committed Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Committed Loans will be equal to its adjusted Applicable Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Eurodollar Rate Committed Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence. In the event of a TL Tranche, on the Increase Effective Date each Lender participating in such Incremental Facility shall make a term loan to the Borrower in an amount equal to its pro rata share of such TL Tranche.

Settlement Procedures. On each Increase Effective Date(a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Agent and Revolving Lenders, promptly following fulfillment Agent may, at its option, subject to the terms of this Section, make available, on behalf of Revolving Lenders, the full amount of the conditions set forth Revolving Loans requested or charged to Borrower's loan account(s) or otherwise to be advanced by Revolving Lenders pursuant to the terms hereof, without requirement of prior notice to Revolving Lenders of the proposed Revolving Loans. (c) To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Revolving Loans by Borrower, Agent may apply such amounts repaid directly to any amounts made available by Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Agent may, at its option, at any time require each Revolving Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Revolving Loan, prior to Agent's disbursement of such Revolving Loan to Borrower. In such event, all Revolving Loans under this Agreement shall be made by the Revolving Lenders simultaneously and proportionately to their Pro Rata Shares. No Revolving Lender shall be responsible for any default by any other Revolving Lender in clause the other Revolving Lender's obligation to make a Revolving Loan requested hereunder nor shall the Revolving Commitment of any Revolving Lender be increased or decreased as a result of the default by any other Revolving Lender in the other Revolving Lender's obligation to make a Revolving Loan hereunder. (d) If Agent is not funding a particular Revolving Loan to Borrower pursuant to this Section on any day, Agent may assume that each Revolving Lender will make available to Agent such Revolving Lender's Pro Rata Share of the Revolving Loan requested or otherwise made on such day and Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the benefit of Borrower on such day. If Agent makes such corresponding amount available to Borrower and such corresponding amount is not in fact made available to Agent by such Revolving Lender, Agent shall be entitled to recover such corresponding amount on demand from such Revolving Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent's option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent's demand, at the highest Interest Rate provided for in Section 3.1 hereof applicable to Prime Rate Revolving Loans consisting of Revolving Loans. During the period in which such Revolving Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Revolving Lender to pay Agent, Agent shall promptly thereafter notify Borrower of such failure and Borrower shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Borrower's receipt of such notice. A Revolving Lender who fails to pay Agent its Pro Rata Share of any Revolving Loans made available by Agent on such Revolving Lender's behalf, or any Revolving Lender who fails to pay any other amount owing by it to Agent, is a "Defaulting Revolving Lender". Agent shall not be obligated to transfer to a Defaulting Revolving Lender any payments received by Agent for the Defaulting Revolving Lender's benefit, nor shall a Defaulting Revolving Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Revolving Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, relend to Borrower the amount of all such payments received or retained by it for the account of such Defaulting Revolving Lender. For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Revolving Lender shall be deemed not to be a "Revolving Lender" and such Revolving Lender's Revolving Commitment shall be deemed to be zero (0). This Section shall remain effective with respect to a Defaulting Revolving Lender until such default is cured. The operation of this Section shall not be construed to increase or otherwise affect the Revolving Commitment of any Revolving Lender, or relieve or excuse the performance by Borrower or any Obligor of their duties and obligations hereunder. 62 (e) of Nothing in this Section 2.14, or elsewhere in this Agreement or the Administrative other Financing Agreements shall be deemed to require Agent shall notify the Lenders to advance funds on behalf of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a any Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender or to relieve any Revolving Lender from its obligation to fulfill its Revolving Commitment hereunder or to prejudice any rights that Borrower may have against any Revolving Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by any Revolving Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceRevolving Commitment.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.142.15, the Administrative Agent shall notify the Lenders of the occurrence and amount of the Incremental Facility effected on such Increase Effective Date and, in the case of a an Incremental Revolving Credit Increase, the amount of the Revolving Credit Commitments and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan Increase or Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Increase or Incremental Term Loan Facility and each such Lender participating Lender shall make a term loan to the Borrower equal to its allocated portion of in such Incremental Term Loan FacilityIncrease or Incremental Term Loan Facility shall make the amount of its Incremental Term Loan available in accordance with and at the time required by Section 2.02. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Revolving Credit Lender, 77 1" = "1" "US 170437103" "" US 170437103 and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility or New Term Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Commitments and the Applicable Percentage of each Appropriate Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase the increase in the applicable Facility results in any change to the Applicable Percentage of any Appropriate Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Appropriate Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Appropriate Lenders in accordance with their respective Applicable Dollar Tranche Percentages or Applicable Tranche Percentages, as the case may be, after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage with respect to any Facility is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, will be equal to its adjusted Applicable PercentagePercentage of such Facility, and (iv) if the Borrower Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Eurocurrency Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility increase effected on such Increase Effective Date Date, the amount of the increase, the nature of the increase (i.e., an increase in the Revolving Credit Facility or an existing term loan facility of the establishment of a new term loan facility) and, in the case of a an increase of the Revolving Credit IncreaseFacility, the amount of the Commitments Revolving Credit Commitment and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the applicable Increase Effective Date, as applicable, Date (i) the participation interests of the Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility increase effected on such Increase Effective Date Date, the amount of the increase, the nature of the increase (i.e., an Incremental Revolving Increase, an Incremental Term Increase or an Incremental Term Loan Facility) and, (x) in the case of a an Incremental Revolving Credit Increase, the amount of the Commitments Revolving Credit Commitment and the Applicable Percentage of each Revolving Lender as a result thereof, thereof and (y) in the case of an Incremental Term Increase or an Incremental Term Loan Facility, the allocated portion amount of the Term Commitment and applicable percentage Applicable Percentage of each Term Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make as a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityresult thereof. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Percentage of any Lender, then on the applicable Increase Effective Date, as applicable, Date (i) the participation interests of the Revolving Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Revolving Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, Percentage and (iv) if the applicable Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date(a) In order to administer the Revolving Credit Facility in an efficient manner and to minimize the transfer of funds between the Administrative Agent and the Revolving Loan Lenders, promptly following fulfillment the Administrative Agent may, at its option, subject to the terms of this Section, make available, on behalf of the conditions Revolving Loan Lenders, the full amount of the Revolving Loans requested or charged to the Borrowers’ Loan Account(s) or otherwise to be advanced by the Revolving Loan Lenders pursuant to the terms hereof, without requirement of prior notice to the Revolving Loan Lenders of the proposed Revolving Loans. (b) With respect to all advances made by the Administrative Agent on behalf of the Revolving Loan Lenders as provided in this Section, the amount of each Revolving Loan Lender’s Pro Rata Share of the outstanding advances shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding advances as of 5:00 p.m. New York time on the Business Day immediately preceding the date of each settlement computation; provided, that, the Administrative Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. The Administrative Agent shall deliver to each of the Revolving Loan Lenders after the end of each week, or at such lesser period or periods as the Administrative Agent shall determine, a summary statement of the amount of outstanding advances under the Revolving Credit Facility for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by the Administrative Agent and received by a Revolving Loan Lender prior to 12:00 noon New York time, then such Revolving Loan Lender shall make the settlement transfer described in this Section by no later than 3:00 p.m. New York time on the same Business Day and if received by a Revolving Loan Lender after 12:00 noon New York time, then such Revolving Loan Lender shall make the settlement transfer by not later than 3:00 p.m. New York time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Revolving Loan Lender’s Pro Rata Share of the outstanding advances under the Revolving Credit Facility is more than such Revolving Loan Lender’s Pro Rata Share of the outstanding advances under the Revolving Credit Facility as of the end of the previous Settlement Period, then such Revolving Loan Lender shall forthwith (but in no event later than the time set forth in clause (ethe preceding sentence) transfer to the Administrative Agent by wire transfer in immediately available funds the amount of this Section 2.14the increase. Alternatively, if the amount of a Revolving Loan Lender’s Pro Rata Share of the outstanding advances under the Revolving Credit Facility in any Settlement Period is less than the amount of such Revolving Loan Lender’s Pro Rata Share of the outstanding advances under the Revolving Credit Facility for the previous Settlement Period, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on forthwith transfer to such Increase Effective Date and, Revolving Loan Lender by wire transfer in the case of a Revolving Credit Increase, immediately available funds the amount of the Commitments decrease. The obligation of each of the Revolving Loan Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by the Administrative Agent. The Administrative Agent and each Revolving Loan Lender agree to xxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rata Share of the outstanding advances under the Revolving Credit Facility and Letters of Credit. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the advances under the Revolving Credit Facility to the extent such advances under the Revolving Credit Facility have been funded by such Revolving Loan Lender. Because the Administrative Agent on behalf of the Revolving Loan Lenders may be advancing and/or may be repaid advances under the Revolving Credit Facility prior to the time when such Revolving Loan Lenders will actually advance and/or be repaid such advances, interest with respect to advances under the Revolving Credit Facility shall be allocated by the Administrative Agent in accordance with the amount of advances actually advanced by and repaid to each Revolving Loan Lender and the Applicable Percentage Administrative Agent and shall accrue from and including the date such advances are so advanced to but excluding the date such advances are either repaid by the Borrowers or actually settled with the applicable Revolving Loan Lender as described in this Section. (c) To the extent that the Administrative Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any advances under the Revolving Credit Facility by a Borrower, the Administrative Agent may apply such amounts repaid directly to any amounts made available by the Administrative Agent pursuant to this Section. In lieu of weekly or more frequent settlements, the Administrative Agent may, at its option, at any time require each Revolving Loan Lender to provide the Administrative Agent with immediately available funds representing its Pro Rata Share of each advance, prior to the Administrative Agent’s disbursement of such advance to such Borrower. In such event, all advances under the Revolving Credit Facility shall be made by the Revolving Loan Lenders simultaneously and proportionately to their Pro Rata Shares. No Revolving Loan Lender shall be responsible for any default by any other Revolving Loan Lender in the other Revolving Loan Lender’s obligation to make any advance requested hereunder nor shall the Revolving Credit Commitment of any Revolving Loan Lender be increased or decreased as a result thereof, and of the default by any other Revolving Loan Lender in the case other Revolving Loan Lender’s obligation to make any advance hereunder. (d) If the Administrative Agent is not funding a particular advance to the Borrowers (or the Administrative Borrower for the benefit of an Incremental Term Loan Facilitysuch Borrowers) pursuant to this Section on any day, the allocated portion and applicable percentage of Administrative Agent may assume that each Revolving Loan Lender participating in such Incremental Term Loan Facility and each such participating Lender shall will make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay available to the Administrative Agent such amounts as are necessary to fund its new Revolving Loan Lender’s Pro Rata Share of the advance requested or increased Applicable Percentage of all existing Loans, (iii) otherwise made on such day and the Administrative Agent will use may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the proceeds thereof benefit of such Borrower on such day. If the Administrative Agent makes such corresponding amount available to a Borrower and such corresponding amount is not in fact made available to the Administrative Agent by such Revolving Loan Lender, the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to the Administrative Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at the Administrative Agent’s option based on the arithmetic mean determined by the Administrative Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by the Administrative Agent) and if such amounts are not paid within three (3) days of the Administrative Agent’s demand, at the interest rate then applicable to Revolving Loans. During the period in which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, the amount so advanced by the Administrative Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a Loan made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Administrative Borrower of such failure and the Borrowers shall pay such corresponding amount to all existing Lenders whose Applicable Percentage is decreasing the Administrative Agent for its own account within five (5) Business Days of the Administrative Borrower’s receipt of such amounts as are necessary so that each notice. A Revolving Loan Lender who fails to pay the Administrative Agent its Pro Rata Share of any Loans made available by the Administrative Agent on such Revolving Loan Lender’s share behalf, or any Revolving Loan Lender who fails to pay any other amount owing by it to the Administrative Agent, is a “Defaulting Lender”. The Administrative Agent shall not be obligated to transfer to a Defaulting Lender any payments received by the Administrative Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder (including any principal, interest or fees). Amounts payable to a Defaulting Lender shall instead be paid to or retained by the Administrative Agent. The Administrative Agent may hold and, in its discretion, relend to a Borrower the amount of all Loans, will be equal such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to its adjusted Applicable Percentagematters with respect to this Agreement and the other Loan Documents, and (iv) the Borrower determining Pro Rata Shares, such Defaulting Lender shall pay any amounts required pursuant be deemed not to be a “Revolving Loan Lender” and such Revolving Loan Lender’s Revolving Credit Commitment shall be deemed to be zero. This Section 3.05 on account of the payments made pursuant shall remain effective with respect to clause (iii) a Defaulting Lender until such default is cured. The operation of this sentenceSection shall not be construed to increase or otherwise affect the Commitment of any Revolving Loan Lender, or relieve or excuse the performance by any Borrower or Obligor of their duties and obligations hereunder. (e) Nothing in this Section or elsewhere in this Agreement or the other Loan Documents, shall be deemed to require the Administrative Agent to advance funds on behalf of any Revolving Loan Lender or to relieve any Revolving Loan Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that the Borrowers may have against any Revolving Loan Lender as a result of any default by any Revolving Loan Lender hereunder in fulfilling its Commitment.

Settlement Procedures. On (i) Each Funding Lender will from time to time notify the other applicable Lenders, not later than 12:00 Noon (Local Time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as such Funding Lender in its discretion may determine (each such notice by such Funding Lender being a "SETTLEMENT NOTICE" and the date of each Settlement Notice being a "SETTLEMENT DATE") of the conditions set forth in clause (e) aggregate principal amount of this Section 2.14, the Administrative Agent shall notify the Lenders outstanding Revolving Loans made by such Funding Lender and each other applicable Lender as of the occurrence close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by such Funding Lender (including Revolving Loans made by such Funding Lender pursuant to subsection 2.1C(ii)) is in excess of such Funding Lender's Pro Rata Share of the Incremental Facility effected aggregate principal amount of outstanding Revolving Loans made by all applicable Lenders (the amount of such excess being the "EXCESS FUNDED AMOUNT"), each other applicable Lender will, not later than 4:00 P.M. (Local Time) on the Settlement Date, pay to such Increase Effective Date andFunding Lender, by depositing same day funds in the account specified by such Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment such Funding Lender shall, in the case of a transfer to a UK Qualifying Lender, be deemed to have transferred by means of novation, or, in any other case, be deemed to have sold, and such Lender shall be deemed to have purchased, as of the Settlement Date, a portion of the outstanding Revolving Credit Increase, Loans made by such Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each applicable Lender to purchase a portion of any Revolving Loan made by any Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by such Funding Lender (a) the duly authorized officer of such Funding Lender responsible for the administration of such Funding Lender's credit relationship with the Borrower believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Funding Lender Discretionary Period with respect to such Borrower was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by a Funding Lender is less than such Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all applicable Lenders (the amount of such difference being the Commitments and "EXCESS PAYDOWN AMOUNT"), such Funding Lender will, no later than 4:00 P.M. (Local Time) on the Applicable Percentage Settlement Date, unconditionally pay to each other applicable Lender, by depositing same day funds in the account specified by such Lender to such Funding Lender, an amount equal to such Lender's Adjusted Pro Rata Share of each the Excess Paydown Amount, upon which payment such Lender as a result thereofshall be deemed to have sold, and Funding Lender shall be deemed to have purchased, as of the Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of any Funding Lender and each other applicable Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which an Agent or any Lender may have against an Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the case condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by any Borrower, an Incremental Term Loan FacilityAgent or any Lender; or (e) any other circumstance, happening, or event whatsoever, whether or not similar to any of the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the "PAYOR") obligated to make a payment to any other Person (the "PAYEE") pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by Administrative Agent for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any Lenderrepayment of principal of the Revolving Loans is thereafter recovered by or on behalf of any Borrower from any Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective Pro Rata Shares of applicable Lenders) than any such recovery from the other Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ed) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit IncreaseIncrease or an Additional TL Tranche, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan FacilityIncrease, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility Increase and each such Lender participating Lender shall make a term loan to the Borrower equal to its allocated portion of in such Incremental Term Loan FacilityIncrease or Additional TL Tranche, as the case may be, shall make the amount of its Term Loan available in accordance with and at the time required by Section 2.02. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving Credit Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ed) of this Section 2.142.16, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit IncreaseIncrease or an Incremental Term Loan Facility, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan FacilityIncrease, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility Increase and each such Lender participating Lender shall make a term loan to the Borrower equal to its allocated portion of in such Incremental Term Loan Increase or Incremental Term Loan Facility, as the case may be, shall make the amount of its Term Loan available in accordance with and at the time required by Section 2.02. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Revolving Credit Percentage of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a "SETTLEMENT NOTICE" and the date of each Settlement Notice being a "SETTLEMENT DATE") of the conditions set forth in clause (e) aggregate principal amount of this Section 2.14, the Administrative Agent shall notify the Lenders outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the occurrence close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in excess of Daily Funding Lender's Pro Rata Share of the Incremental Facility effected on such Increase Effective Date and, in the case aggregate principal amount of a outstanding Revolving Credit Increase, Loans made by all Lenders (the amount of such excess being the Commitments "EXCESS FUNDED AMOUNT"), each other Lender will, not later than 1:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of the Applicable Percentage of each Excess Funded Amount, upon which payment Daily Funding Lender as a result thereofshall be deemed to have sold, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make be deemed to have purchased, as of the applicable Settlement Date, a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental outstanding Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Loans made by Daily Funding Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund for its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required own account pursuant to Section 3.05 subsection 2.1C(ii) on account of or after the payments made pursuant to clause (iii) of this sentence.immediately preceding Settlement Date equal

Settlement Procedures. On each Increase Effective Date(a) In order to administer the credit facility provided hereunder in an efficient manner and to minimize the transfer of funds between Agent and Lenders, promptly following fulfillment Agent may, subject to the terms of this Section, make available, on behalf of Lenders, the full amount of the conditions set forth in clause (eLoans requested or charged to Borrowers’ loan account(s) or otherwise to be advanced by Lenders pursuant to the terms hereof, without any requirement of this Section 2.14, the Administrative Agent shall notify the prior notice to Lenders of the occurrence proposed Loans. (b) With respect to all Revolving Loans made by Agent on behalf of the Incremental Facility effected on such Increase Effective Date and, Revolving Loan Lenders as provided in the case of a Revolving Credit Increasethis Section, the amount of each Revolving Loan Lender’s Pro Rata Share of the Commitments outstanding Revolving Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Loans as of 5:00 p.m. Los Angeles time on the Business Day immediately preceding the date of each settlement computation; provided, that, Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. Agent shall deliver to each of the Revolving Loan Lenders after the end of each week, or at such lesser period or periods as Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Agent and received by a Revolving Loan Lender prior to 2:00 p.m. Los Angeles time, then such Revolving Loan Lender shall make the settlement transfer described in this Section by no later than 2:00 p.m. Los Angeles time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans is more than such Lender’s Pro Rata Share of the outstanding Revolving Loans as of the end of the previous Settlement Period, then such Lender *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Revolving Loans for the previous Settlement Period, Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Revolving Loan Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Agent. Each of Agent and Revolving Loan Lenders agrees to xxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rate Share of the outstanding Revolving Loans and Letter of Credit Accommodations. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Agent on behalf of Revolving Loan Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when Lenders will actually advance and/or be repaid such Revolving Loans, interest with respect to Revolving Loans shall be allocated by Agent in accordance with the amount of Revolving Loans actually advanced by and repaid to each Revolving Loan Lender and the Applicable Percentage Agent and shall accrue from and including the date such Loans are so advanced to but excluding the date such Loans are either repaid by any Borrower or actually settled with the applicable Lender as described in this Section. (c) To the extent that Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by any Borrower, Agent may apply such amounts repaid directly to any amounts made available by any Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Agent may at any time require each Lender to provide Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Agent’s disbursement of such Loan to any Borrower. In such event, all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Commitment of any Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) If Agent is not funding a particular Loan to Borrowers pursuant to this Section on any day, Agent may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the Revolving Loan requested or otherwise made on such day and Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to Borrowers on such day. If Agent makes such corresponding amount available to Borrowers and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the interest rate provided for in Section 3.1 hereof. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to any Borrower shall, for all purposes hereof, be a Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify Borrowers of such failure and Borrowers shall *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. immediately pay such corresponding amount to Agent for its own account. A Lender who fails to pay Agent its Pro Rata Share of any Loans made available by the Agent on such Lender’s behalf, or any Lender who fails to pay any other amount owing to Agent, is a “Defaulting Lender”. Agent shall not be obligated to transfer to a Defaulting Lender any payments made by or on behalf of any Borrower or any Obligor to Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Agent. Agent may hold and, in its discretion, re-lend to any Borrower the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a Lender and such Defaulting Lender’s Commitment shall be deemed to be zero (0). This Section shall remain effective with respect to a Defaulting Lender until such default is cured. The operation of this Section shall not be construed to increase or otherwise affect the Commitment of any Lender, or relieve or excuse the performance by any Borrower or any Obligor of their duties and obligations hereunder. (e) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by any Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceCommitment.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Appropriate Lenders of the occurrence effectiveness of the applicable Incremental Facility effected on such Increase Effective Date and, in (including the case of a Revolving Credit Increase, the aggregate amount of the Commitments thereof) and the Applicable Percentage of each Appropriate Lender as a result thereof, and in . In the case event of an increase in an existing Term Facility or a new Incremental Term Loan TL Facility, the allocated portion and applicable percentage of on such Increase Effective Date each Lender participating in such Incremental Term Loan Facility and each such participating Lender increase shall make a term loan Term Loan with respect to the applicable Term Facility to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental increase in the Revolving Increase Credit Facility results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Term SOFR Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.15, the Administrative Agent shall notify the Revolving Credit Lenders of the occurrence and amount of the Incremental Facility increase effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the Revolving Credit Commitments and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase increase results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Eurodollar Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Commitments and the Applicable Percentage of each Appropriate Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase the increase in the applicable Facility results in any change to the Applicable Percentage of any Appropriate Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Dollar Tranche Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans or Term Loans, as applicable, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage with respect to any Facility is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans or Term Loans, as applicable, will be equal to its adjusted Applicable PercentagePercentage of such Facility, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Eurocurrency Rate Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility or New Term Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Commitments and the Applicable Percentage of each Appropriate Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase the increase in the applicable Facility results in any change to the Applicable Percentage of any Appropriate Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Appropriate Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Appropriate Lenders in accordance with their respective Applicable Dollar Tranche Percentages or Applicable Tranche Percentages, as the case may be, after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage with respect to any Facility is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, will be equal to its adjusted Applicable PercentagePercentage of such Facility, and (iv) if the Borrower Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a EurocurrencyTerm Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On each Increase Effective Date(a) In order to administer the Credit Facility in an efficient manner and to minimize the transfer of funds between Administrative and Collateral Agent and Lenders, promptly following fulfillment Administrative and Collateral Agent may, subject to the terms of this Section, make available, on behalf of Lenders, the full amount of the conditions set forth in clause (e) Loans requested or charged to any Borrower’s loan account or otherwise to be advanced by Lenders pursuant to the terms hereof, without any requirement of this Section 2.14, the Administrative Agent shall notify the prior notice to Lenders of the occurrence proposed Loans. (b) With respect to all Revolving Loans made by Administrative and Collateral Agent on behalf of the Incremental Facility effected on such Increase Effective Date and, Revolving Loan Lenders as provided in the case of a Revolving Credit Increasethis Section, the amount of each Revolving Loan Lender’s Pro Rata Share of the Commitments outstanding Revolving Loans shall be computed weekly, and shall be adjusted upward or downward on the basis of the amount of the outstanding Revolving Loans as of 5:00 p.m. New York time on the Business Day immediately preceding the date of each settlement computation; provided, that, Administrative and Collateral Agent retains the absolute right at any time or from time to time to make the above described adjustments at intervals more frequent than weekly, but in no event more than twice in any week. Administrative and Collateral Agent shall deliver to each of the Revolving Loan Lenders after the end of each week, or at such lesser period or periods as Administrative and Collateral Agent shall determine, a summary statement of the amount of outstanding Revolving Loans for such period (such week or lesser period or periods being hereinafter referred to as a “Settlement Period”). If the summary statement is sent by Administrative and Collateral Agent and received by a Revolving Loan Lender prior to 2:00 p.m. New York time, then such Revolving Loan Lender shall make the settlement transfer described in this Section by no later than 2:00 p.m. New York time on the next Business Day following the date of receipt. If, as of the end of any Settlement Period, the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans is more than such Lender’s Pro Rata Share of the outstanding Revolving Loans as of the end of the previous Settlement Period, then such Lender shall forthwith (but in no event later than the time set forth in the preceding sentence) transfer to Administrative and Collateral Agent by wire transfer in immediately available funds the amount of the increase. Alternatively, if the amount of a Lender’s Pro Rata Share of the outstanding Revolving Loans in any Settlement Period is less than the amount of such Lender’s Pro Rata Share of the outstanding Revolving Loans for the previous Settlement Period, Administrative and Collateral Agent shall forthwith transfer to such Lender by wire transfer in immediately available funds the amount of the decrease. The obligation of each of the Revolving Loan Lenders to transfer such funds and effect such settlement shall be irrevocable and unconditional and without recourse to or warranty by Administrative and Collateral Agent. Each of Administrative and Collateral Agent and Revolving Loan Lenders agrees to xxxx its books and records at the end of each Settlement Period to show at all times the dollar amount of its Pro Rate Share of the outstanding Revolving Loans and Letter of Credit Accommodations. Each Revolving Loan Lender shall only be entitled to receive interest on its Pro Rata Share of the Loans to the extent such Loans have been funded by such Lender. Because the Administrative and Collateral Agent on behalf of Revolving Loan Lenders may be advancing and/or may be repaid Revolving Loans prior to the time when Lenders will actually advance and/or be repaid such Revolving Loans, interest with respect to Revolving Loans shall be allocated by Administrative and Collateral Agent in accordance with the amount of Revolving Loans actually advanced by and repaid to each Revolving Loan Lender and the Applicable Percentage Administrative and Collateral Agent and shall accrue from and including the date such Revolving Loans are so advanced to but excluding the date such Revolving Loans are either repaid by Borrowers or actually settled with the applicable Lender as described in this Section. (c) To the extent that Administrative and Collateral Agent has made any such amounts available and the settlement described above shall not yet have occurred, upon repayment of any Loans by Borrowers, Administrative and Collateral Agent may apply such amounts repaid directly to any amounts made available by any Administrative and Collateral Agent pursuant to this Section. In lieu of weekly or more frequent settlements, Administrative and Collateral Agent may at any time require each Lender to provide Administrative and Collateral Agent with immediately available funds representing its Pro Rata Share of each Loan, prior to Administrative and Collateral Agent’s disbursement of such Loan to Borrowers. In such event, all Loans under this Agreement shall be made by the Lenders simultaneously and proportionately to their Pro Rata Shares. No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make a Loan requested hereunder nor shall the Revolving Loan Commitment of any Revolving Loan Lender be increased or decreased as a result of the default by any other Lender in the other Lender’s obligation to make a Loan hereunder. (d) If Administrative and Collateral Agent is not funding a particular Loan to Borrowers pursuant to this Section on any day, Administrative and Collateral Agent may assume that each Lender will make available to Administrative and Collateral Agent such Lender’s Pro Rata Share of the Revolving Loan requested or otherwise made on such day and Administrative and Collateral Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to Borrowers on such day. If Administrative and Collateral Agent makes such corresponding amount available to Borrowers and such corresponding amount is not in fact made available to Administrative and Collateral Agent by such Lender, Administrative and Collateral Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Administrative and Collateral Agent at the interest rate provided for in Section 3.1 hereof. During the period in which such Lender has not paid such corresponding amount to Administrative and Collateral Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Administrative and Collateral Agent to Borrowers shall, for all purposes hereof, be a Loan made by Administrative and Collateral Agent for its own account. Upon any such failure by a Lender to pay Administrative and Collateral Agent, Administrative and Collateral Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall immediately pay such corresponding amount to Administrative and Collateral Agent for its own account. A Lender who fails to pay Administrative and Collateral Agent its Pro Rata Share of any Loans made available by the Administrative and Collateral Agent on such Lender’s behalf, or any Lender who fails to pay any other amount owing to Administrative and Collateral Agent, is a “Defaulting Lender”. Administrative and Collateral Agent shall not be obligated to transfer to a Defaulting Lender any payments made by or on behalf of any Borrower or any Guarantor to Administrative and Collateral Agent for the Defaulting Lender’s benefit, nor shall a Defaulting Lender be entitled to the sharing of any payments hereunder. Amounts payable to a Defaulting Lender shall instead be paid to or retained by Administrative and Collateral Agent. Administrative and Collateral Agent may hold and, in its discretion, re-lend to Borrowers the amount of all such payments received or retained by it for the account of such Defaulting Lender. For purposes of voting or consenting to matters with respect to this Agreement and the other Financing Agreements and determining Pro Rata Shares, such Defaulting Lender shall be deemed not to be a Lender and such Defaulting Lender’s Revolving Loan Commitment shall be deemed to be zero (0). This Section shall remain effective with respect to a Defaulting Lender until such default is cured. The operation of this Section shall not be construed to increase or otherwise affect the Revolving Loan Commitment of any Lender, or relieve or excuse the performance by any Borrower or any Guarantor of their duties and obligations hereunder. (e) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Administrative and Collateral Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders default by any Lender hereunder in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund fulfilling its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceRevolving Loan Commitment.

Settlement Procedures. On (i) Daily Funding Lender will from time to time notify the other DIP Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving DIP Loans is required to be made pursuant to subsection 2.2C, (c) on the applicable Revolving DIP Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a "Settlement Notice" and the date of each Settlement Notice being a "Settlement Date") of the conditions set forth aggregate principal amount of outstanding Revolving DIP Loans made by Daily Funding Lender and each other DIP Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving DIP Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in clause excess of Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A DIP Loans or Revolving B DIP Loans made by all Revolving A DIP Lenders or Revolving B DIP Lenders, respectively (the amount of such excess being the "Excess Funded Amount"), each such other DIP Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such DIP Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A DIP Loans or Revolving B DIP Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Funded Amount. The obligation of each DIP Lender to purchase a portion of any Revolving DIP Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving DIP Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Borrowers believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite DIP Lenders at the time such Revolving DIP Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A DIP Loans or Revolving B DIP Loans made by all Revolving A DIP Lenders or Revolving B DIP Lenders, respectively (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other such DIP Lender, by depositing same day funds in the account specified by such DIP Lender to Daily Funding Lender, in an amount equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Paydown Amount, upon which payment such DIP Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A DIP Loans or Revolving B DIP Loans of such DIP Lender equal to such DIP Lender's Adjusted Pro Rata Share of such Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other DIP Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which DIP Agent or any DIP Lender may have against DIP Agent, any other DIP Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by Borrowers, DIP Agent or any DIP Lender; or (e) of this Section 2.14any other circumstance, the Administrative Agent shall notify the Lenders happening, or event whatsoever, whether or not similar to any of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by DIP Agent for the correction of errors among DIP Lenders for three Business Days and thereafter at the Base Rate. In the event that all or any portion of any Lenderrepayment of principal of the Revolving DIP Loans is thereafter recovered by or on behalf of Borrowers from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective applicable Pro Rata Shares of DIP Lenders) than any such recovery from the other DIP Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all applicable DIP Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.

Settlement Procedures. On (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a "Settlement Notice" and the date of each "Settlement Date") of the conditions set forth aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in clause excess of Daily Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the "Excess Funded Amount"), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Borrowers believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of Borrowers or any of their Subsidiaries; (d) any breach of this Agreement by Borrowers, Agent or any Lender; or (e) of this Section 2.14any other circumstance, the Administrative Agent shall notify the Lenders happening, or event whatsoever, whether or not similar to any of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by BTCo for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any Lenderrepayment of principal of the Revolving Loans is thereafter recovered by or on behalf of the Borrowers from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective Pro Rata Shares of Lenders) than any such recovery from the other Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.142.15, the Administrative Agent shall notify the Lenders of the occurrence and amount of the Incremental Facility effected on such Increase Effective Date and, in the case of a an Incremental Revolving Credit Increase, the amount of the Revolving Credit Commitments and the Applicable Revolving Credit Percentage of each Revolving Credit Lender as a result thereof, and in the case of an Incremental Term Loan Increase or Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Increase or Incremental Term Loan Facility and each such Lender participating Lender shall make a term loan to the Borrower equal to its allocated portion of in such Incremental Term Loan FacilityIncrease or Incremental Term Loan Facility shall make the amount of its Incremental Term Loan available in accordance with and at the time required by Section 2.02. In the event that an Incremental Revolving Increase results in any change to the Applicable Revolving Credit Percentage of any Revolving Credit Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Revolving Credit Percentages after giving effect to such increase, (ii) any new Revolving Credit Lender, and any existing Revolving Credit Lender whose Revolving Credit Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Revolving Credit Lenders whose Applicable Revolving Credit Percentage is decreasing such amounts as are necessary so that each Revolving Credit Lender’s share of all Revolving Credit Loans, will be equal to its adjusted Applicable Revolving Credit Percentage, and (iv) if the Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Term SOFR Loan, then the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the applicable Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a "Settlement Notice" and the date of each Settlement Notice being a "Settlement Date") of the conditions set forth aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in clause excess of Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A Loans or Revolving B Loans made by all Revolving A Lenders or Revolving B Lenders, respectively (the amount of such excess being the "Excess Funded Amount"), each such other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of such Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A Loans or Revolving B Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender's Adjusted Pro Rata Share of such Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Borrowers believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's applicable Pro Rata Share of the aggregate principal amount of outstanding Revolving A Loans or Revolving B Loans made by all Revolving A Lenders or Revolving B Lenders, respectively (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other such Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, in an amount equal to such Lender's Adjusted Pro Rata Share of such Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving A Loans or Revolving B Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of such Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by Borrowers, Agent or any Lender; or (e) of this Section 2.14any other circumstance, the Administrative Agent shall notify the Lenders happening, or event whatsoever, whether or not similar to any of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by Agent for the correction of errors among Lenders for three Business Days and thereafter at the Base Rate. (v) In the event that all or any portion of any Lenderrepayment of principal of the Revolving Loans is thereafter recovered by or on behalf of Borrowers from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective applicable Pro Rata Shares of Lenders) than any such recovery from the other Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all applicable Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.

Settlement Procedures. On (i) A. Between each Increase Effective Settlement Date, promptly following fulfillment Agent shall have the discretion to request the Initial Lender make all Advances hereunder subject to the Base Rate Option for the account and on behalf of the conditions set forth in clause (e) of this Section 2.14, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Effective Date andLenders. The Initial Lender may, in its sole discretion, make such Advances. The making of such Advances at any time or from time to time by the case Initial Lender shall not create any obligation or establish any course of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each conduct requiring Initial Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender to continue to do so. Agent shall make a term loan determination of each Lender's Revolving Credit Loan Balance (by applying each Lender's Pro Rata Percentage to the total outstanding Loans) periodically but not less frequently than once every week on the same day of each week, unless such day is not a Business Day, in which event such determination shall be made the next Business Day ("Settlement Date"), which outstanding amount shall be calculated as of the close of the Business Day immediately preceding each respective Settlement Date. A Settlement Date shall occur notwithstanding any intervening Event of Default or other occurrence, event or circumstance, including without limitation the commencement of a bankruptcy or reorganization case. Amounts of principal paid to Agent by Borrower equal from time to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change time shall, between Settlement Dates, be applied to the Applicable Percentage of any Initial Lender's Revolving Credit Loan Balance, then with each Lender's respective Revolving Credit Loan Balance to be adjusted on the Increase Effective next Settlement Date, as applicable, (i) . Interest shall accrue and each Lender shall be entitled to receive interest from Borrower at the participation interests applicable rate on the actual outstanding funded dollar amount of its Revolving Credit Loan Balance. Agent shall then promptly issue to each Lender a settlement schedule containing information with respect to the status of the Loans and the relevant net positions of the Lenders in any and their outstanding Letters Revolving Credit Loan Balances as of Credit the close of the if any, due from each Lender to Agent (for its own account or on behalf of the Initial Lender) or from Agent to each Lender, which amount shall be automatically reallocated among paid by federal funds, via wire transfer to the party entitled thereto to be received on or before 3:00 p.m. Philadelphia time on the Settlement Date (provided such settlement schedule has been delivered prior to 12:00 p.m. Philadelphia time on the Settlement Date). The obligations of Lenders in accordance with their respective Applicable Percentages after giving effect under this Section are absolute and unconditional, not subject to such increase, (ii) any new Lendersetoff, and irrevocable and may not be terminated at any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencetime.

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of the conditions set forth in clause (ec) of this Section 2.142.16, the Administrative Agent shall notify the Appropriate Lenders of the occurrence of the Incremental increase of the applicable Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, and the amount of the applicable Commitments and the Applicable Percentage of each Appropriate Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase the increase in the applicable Facility results in any change to the Applicable Percentage of any Appropriate Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit and Swing Line Loans shall be automatically reallocated among the Revolving Credit Lenders in accordance with their respective Applicable Dollar Tranche Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage share of all existing Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage with respect to any Facility is decreasing such amounts as are necessary so that each Lender’s share of all Revolving Credit Loans, Delayed Draw Term Loans or Term Loans, as applicable, will be equal to its adjusted Applicable PercentagePercentage of such Facility, and (iv) if the Borrower Increase Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Loan that is a Eurocurrency Rate Loan, then the Borrowers shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentence.

Settlement Procedures. On Notwithstanding anything to the contrary contained in this Agreement, the provisions of this subsection 2.1D shall only be effective upon the occurrence of a Cash Management Triggering Event. (i) Daily Funding Lender will from time to time notify the other Lenders, not later than 12:00 Noon (New York time) (a) on at least one Business Day during each Increase Effective seven calendar-day period, (b) on each date on which payment of interest on any Revolving Loans is required to be made pursuant to subsection 2.2C, (c) on the Revolving Loan Commitment Termination Date, promptly following fulfillment and (d) at such other times as Daily Funding Lender in its discretion may determine (each such notice by Daily Funding Lender being a "Settlement Notice" and the date of each Settlement Notice being a "Settlement Date") of the conditions set forth aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender and each other Lender as of the close of business on the Business Day immediately preceding the applicable Settlement Date. (ii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender (including Revolving Loans made for its own account pursuant to subsection 2.1C(ii)) is in clause excess of Daily Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such excess being the "Excess Funded Amount"), each other Lender will, not later than 4:00 P.M. (New York time) on the applicable Settlement Date, pay to Daily Funding Lender, by depositing same day funds in the account specified by Daily Funding Lender at the Funding and Payment Office, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount, upon which payment Daily Funding Lender shall be deemed to have sold, and such Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans made by Daily Funding Lender for its own account pursuant to subsection 2.1C(ii) on or after the immediately preceding Settlement Date equal to such Lender's Adjusted Pro Rata Share of the Excess Funded Amount. The obligation of each Lender to purchase a portion of any Revolving Loan made by Daily Funding Lender as provided in this subsection 2.1D(ii) is subject to the condition that at the time such Revolving Loan was made by Daily Funding Lender (a) the duly authorized officer of Daily Funding Lender responsible for the administration of Daily Funding Lender's credit relationship with Company believed in good faith that either (X) no Event of Default had occurred and was continuing or (Y) any Event of Default that had occurred and was continuing had been waived by Requisite Lenders at the time such Revolving Loan was made or (b) a Daily Funding Lender Discretionary Period was in effect. (iii) If a Settlement Notice indicates that the aggregate principal amount of outstanding Revolving Loans made by Daily Funding Lender is less than Daily Funding Lender's Pro Rata Share of the aggregate principal amount of outstanding Revolving Loans made by all Lenders (the amount of such difference being the "Excess Paydown Amount"), Daily Funding Lender will, no later than 4:00 P.M. (New York time) on the applicable Settlement Date, unconditionally pay to each other Lender, by depositing same day funds in the account specified by such Lender to Daily Funding Lender, an amount equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount, upon which payment such Lender shall be deemed to have sold, and Daily Funding Lender shall be deemed to have purchased, as of the applicable Settlement Date, a portion of the outstanding Revolving Loans of such Lender equal to such Lender's Adjusted Pro Rata Share of the Excess Paydown Amount. (iv) Except as provided in subsection 2.1D(ii), the obligations of Daily Funding Lender and each other Lender pursuant to subsections 2.1D(ii) and 2.1D(iii) shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (a) any set-off, counterclaim, recoupment, defense or other right which Agent or any Lender may have against Agent, any other Lender, any Loan Party or any other Person for any reason whatsoever; (b) the occurrence or continuance of an Event of Default or a Potential Event of Default; (c) any adverse change in the condition (financial or otherwise) of any Loan Party; (d) any breach of this Agreement by Company, Agent or any Lender; or (e) of this Section 2.14any other circumstance, the Administrative Agent shall notify the Lenders happening, or event whatsoever, whether or not similar to any of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facilityforegoing. In the event that an Incremental Revolving Increase results in any change Person (the "Payor") obligated to make a payment to any other Person (the "Payee") pursuant to this subsection 2.1D fails to make available to the Applicable Percentage Payee the amount of such payment required to be made by the Payor, the Payee shall be entitled to recover such amount on demand from the Payor together with interest at the customary rate set by BTCo for the correction of errors among Lenders for three Business Days and thereafter at the sum of the Base Rate plus 1.50% per annum. (v) In the event that all or any portion of any Lenderrepayment of principal of the Revolving Loans is thereafter recovered by or on behalf of Company from Daily Funding Lender (including any such recovery in a proceeding under any applicable bankruptcy, then insolvency or other similar law now or hereafter in effect) in an amount that is proportionately greater (based on the Increase Effective Daterespective Pro Rata Shares of Lenders) than any such recovery from the other Lenders, as applicable, (i) the participation interests loss of the amount so recovered shall be ratably shared among all Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentencemanner contemplated by subsection 10.5.