Common use of Settlement Clause in Contracts

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving applicable Loans is intended by the applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving applicable Loans. Notwithstanding such agreement, the Agent, the Bank, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowerapplicable Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, applicable Loans (including the Swing Line applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every two weeks, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each applicable outstanding Swing Line Swingline Loan, (B) for itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telecopy or other similar form of electronic transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York City time, as applicable) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements may shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 IX have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Swingline Loan or Agent Advance and, together with the portion of such Swing Line Swingline Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Base Rate Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line an applicable Swingline Loan or applicable Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Swingline Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From Notwithstanding any provisions of Section 2.5(g) or Section 2.6(h), as applicable, to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line applicable Swingline Loan or applicable Agent Advance pursuant to clause (iiiii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Swingline Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving applicable Loans, for application to the Bank’s Revolving Loans including Swing Line applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the applicable outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving applicable Loans. During the period between Settlement Dates, the Bank with respect to Swing Line applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Swing Line applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (viv) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 IX have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loansatisfied. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving Loans any Advance is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding such Advance; provided, however, that for purposes of this Section 2.11.2 and all other applicable provisions of this Agreement, only Lenders with Revolving LoansLoan Commitments shall participate in Collateral Protection Advances and Non-Ratable Loans in amounts equal to their respective Pro Rata Shares thereof. Notwithstanding such agreement, the Agent, the BankNon-Ratable Lender (with respect to the Non-Ratable Loans), and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to any Advance, including the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances Collateral Protection Advances, shall take place on a periodic basis in accordance with the following provisions:this Section 2.11.2. (iib) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the BankNon-Ratable Lender, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Collateral Protection Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlementfacsimile, no later than 12:00 noon 12:30 p.m. (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the BankNon-Ratable Lender, in the case of Swing Line Loans the Non-Ratable Loans, and the Agent in the case of Agent the Collateral Protection Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent applicable Advances with respect to each which Settlement is requested to the Agent, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 2:30 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation existence of a Default or an Event of Unmatured Default and whether or not the applicable conditions precedent set forth in Article 8 IV have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Collateral Protection Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Collateral Protection Advance representing the BankNon-Ratable Lenders or the Agent’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Alternate Base Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans Floating Rate (A1) on behalf of the Bank, Non-Ratable Lender with respect to each outstanding Swing Line Loan, Non-Ratable Loan and (B2) for itself, itself with respect to each Agent Collateral Protection Advance. (iiic) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Unmatured Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Collateral Protection Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank Non-Ratable Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Collateral Protection Advance equal to such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loan or Agent Advance Collateral Protection Advance, and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Collateral Protection Advances, upon demand by Bank the Agent or Agentthe Non-Ratable Lender, as applicable, shall pay to Bank the Agent or Agentthe Non-Ratable Lender, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) % of such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loans or Agent Collateral Protection Advances. If such amount is not in fact made available transferred to the Agent or the Non-Ratable Lender, as applicable, by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Alternate Base Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceFloating Rate. (ivd) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Collateral Protection Advance pursuant to clause (iii) aboveSection 2.11.2(c), the Agent shall promptly distribute to such Lender, Lender such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Collateral Protection Advance. (ve) Between Settlement Dates, the Agent, to the extent no Agent Collateral Protection Advances are outstanding, the Agent may pay over to the Bank Non-Ratable Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankNon-Ratable Lender’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the BankNon-Ratable Lender’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Collateral Protection Advances in which such a Lender has not yet funded its purchase of a participation pursuant to clause (iii) aboveSection 2.11.2(c)), as provided for in the previous sentence, the Bank Non-Ratable Lender shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During Subject to Section 2.11.1, during the period between Settlement Dates, the Bank Non-Ratable Lender with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Collateral Protection Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Collateral Protection Advances, in each case ratably in accordance with the funds employed by each of them, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankNon-Ratable Lender, the Agent Agent, and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s 's Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”"SETTLEMENT") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A1) on behalf of the BankSwing Lender, with respect to each outstanding Swing Line Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the “date of such requested Settlement Date”being the "SETTLEMENT DATE"). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including SECTION 2.3(c)(iii)): (y) if a Lender's balance of the Advances, Swing Loans, and Agent Advances exceeds such Lender’s 's Pro Rata Share of the outstanding principal amount of the Advances, Swing Line Loans Loans, and Agent Advances with respect to each as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the Agentaccount of such Lender as such Lender may designate, to Agent’s accountan amount such that each such Lender shall, not upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Lender's balance of the Advances, Swing Loans, and Agent Advances is less than such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent's Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Swing Lender's Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lender Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf In determining whether a Lender's balance of the BankAdvances, Swing Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and (B) for itselfproceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, with respect such net amount shall be distributed by Agent to each Agent Advancethat Lender as part of such next Settlement. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to the Bank Swing Lender any payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to Swing Lender's Pro Rata Share of the Bank’s Revolving Loans including Swing Line LoansAdvances. If, as of any Settlement Date, collections Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender's Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Revolving Loans Advances other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Administrative Agent and each Lender agree that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender▇▇▇▇▇▇’s Pro Rata Percentage Share of the outstanding Revolving Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Administrative Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Swing Line Loans and the Agent Advances (including any Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, basis (or on a more frequent basis at Agent’s election, (Aif so determined by Administrative Agent in its sole discretion) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the applicable Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Loans and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (y) if the aggregate amount of the Loans and Extraordinary Advances made by a Lender exceeds such Lender’s Pro Rata Percentage Share of the outstanding principal amount of the Swing Line Loans and Extraordinary Advances as of a Settlement Date, then Administrative Agent Advances with respect to each Settlement to the Agentshall, to Agent’s account, not by no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of Date, transfer in immediately available funds to a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion Deposit Account of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from (as such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advancemay designate), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, have as of such the Settlement Date, its Pro Rata Percentage Share of the Revolving Loans and Extraordinary Advances; and (z) if the aggregate amount of the Loans and Extraordinary Advances made by a Lender is less than such ▇▇▇▇▇▇’s Percentage Share of the Loans and Extraordinary Advances as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in immediately available funds to Administrative Agent’s Applicable Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the Settlement Date, its Percentage Share of Loans and Extraordinary Advances. Such amounts made available to Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the Extraordinary Advances, and shall constitute Loans of such Lenders. (ii) In determining whether a ▇▇▇▇▇▇’s balance of the applicable Loans and Extraordinary Advances is less than, equal to, or greater than such Lender’s Percentage Share thereof as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments applicable to such Obligations actually received in good funds by Administrative Agent with respect to principal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (iii) To the extent Extraordinary Advances are outstanding between Settlement Dates, the Administrative Agent may retain any payments or other amounts received by Administrative Agent, that, in accordance with the terms of this Agreement, would be applied to the reduction of Loans, for application to such Extraordinary Advances. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Administrative Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankAdministrative Agent or such Lender, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.09(a) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.11. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. The RSUs shall be settled (to the extent outstanding and vested as of each applicable settlement date) in eight equal increments on the last business day of each calendar quarter beginning on the initial settlement date, December 31, 2024. Notwithstanding the foregoing, any RSUs that are then outstanding and vested (determined following application of the second sentence of Section 3.5(b)) will be settled upon the earlier of (i) Each Lender’s funded portion a Change of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, Control (as defined below) and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent a Protected Termination. At the election of the Company or the Executive prior to each settlement date, the RSUs shall request settlement (be “Settlement”) with net settled” and the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) Company shall retain such number of shares for sale on behalf of the Bank, with respect Executive at a price equal to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders fair market value of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) the shares on the settlement date as will be sufficient for the payment of such requested Settlement withholding tax liability. The shares underlying the RSUs (including reoffers and resales thereof) shall be issued pursuant to an effective registration statement under the Securities Exchange Act of 1934, as amended (the “Settlement DateExchange Act”), and the rules and regulations thereunder. Each Lender As used herein, the term “Change of Control” shall be deemed to have occurred if, after the Effective Date, (i) the beneficial ownership (as defined in Rule 13d-3 under the Exchange Act) of securities representing more than 50% of the combined voting power of the Company is acquired by any “person” as defined in sections 13(d) and 14(d) of the Exchange Act (other than the BankCompany, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) the merger or consolidation of the Company with or into another corporation where the shareholders of the Company, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, shares representing in the case aggregate 50% or more of Swing Line Loans and the Agent combined voting power of the securities of the corporation issuing cash or securities in the case consolidation or merger (or of Agent Advancesits ultimate parent corporation, if any) shall transfer in substantially the amount of such Lender’s Pro Rata Share same proportion as their ownership of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect Company immediately prior to each Settlement to the Agentsuch merger or consolidation, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoingsale or other disposition of all, not more or assets having a gross fair market value in excess of 40% of the gross fair market value of all of the Company’s assets to an entity, other than one (1) Business Day after demand is made a sale or disposition by the Agent (whether before Company of all or after substantially all of the occurrence Company’s assets to an entity, at least 50% of a Default the combined voting power of the voting securities of which are owned directly or an Event indirectly by shareholders of Default and regardless the Company, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal Company immediately prior to such Lender’s Pro Rata Share of such Swing Line Loan sale or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advancedisposition. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (A) Notwithstanding any provisions herein to the contrary, a Warrantholder that elects to exercise a Warrant shall elect to either (i) Each Lender’s funded portion pay the applicable Exercise Price in respect of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as Warrant to the Revolving LoansCompany (“Physical Settlement”) or (ii) net settle such Warrant in accordance with Section 4(C) in lieu of paying the Exercise Price (“Net Settlement”), by marking the Swing Line Loans and applicable box in the Agent Advances shall take place on relevant Exercise Notice or, in respect of a periodic basis Global Warrant, otherwise in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf applicable procedures of the BankDepositary; provided that a Physical Settlement election shall be invalid (and Net Settlement shall apply) if, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders as of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable theretoExercise Notice, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then Confirmation Order does not provide that Section 1145 of Title 11, U.S. Code, as amended, is applicable to the Revolving Loans (A) on behalf Warrants and the shares of Common Stock underlying the Bank, with respect to each outstanding Swing Line Loan, and Warrants. (B) In the event that a Warrantholder validly elects Physical Settlement in respect of any exercise of any Warrants evidenced by this Warrant Certificate in accordance with Sections 3 and 4(A) hereof, the Warrantholder shall receive, and the Company shall promptly issue to such Warrantholder, a number of Shares for itself, with respect each Warrant so exercised equal to each Agent Advancethe Warrant Share Number. (iiiC) Notwithstanding In the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a event that Net Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent applies in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received exercise of any Warrants evidenced by the Agent, which this Warrant Certificate in accordance with Sections 3 and 4(A) hereof, the terms Warrantholder shall receive, and the Company shall promptly issue to such Warrantholder, a number of this Agreement would be applied Shares for each Warrant so exercised equal to the reduction greater of (x) zero and (y) “X” as determined pursuant to the following formula: X = Y x (A - B) Where: Y = the Warrant Share Number (as of the Revolving Loans, for application to Determination Date); A = the Bank’s Revolving Loans including Swing Line Loans. If, Fair Market Value of one share of the Common Stock; and B = the Exercise Price (as of any Settlement the Determination Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank . The Company shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advancesmake all calculations under this Section 4, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Warrant Agent Advances, shall be entitled to interest at the applicable rate have no duty or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense verify or other right that such Lender may have against confirm the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingCompany’s calculations.

Settlement. 6.1 Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (i2nd) Each Lender’s funded portion of Trading Day on the Revolving Loans applicable stock exchange on which the Placement Shares were sold or, if the Placement Shares are not sold on a stock exchange, on the second (2nd) Trading Day (or, in either case, such earlier day as is intended agreed by the Lenders Corporation and the applicable Agent or Agents to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be industry practice for the benefit of or enforceable by the Borrowerregular-way trading) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of on which such requested Settlement sales are made (the each a “Settlement Date”). Each Lender The amount of proceeds to be delivered to the Corporation on a Settlement Date against the receipt of the Placement Shares sold (“Net Proceeds”) will be equal to the aggregate sales price at which such Placement Shares were sold, after deduction for the commission or other than compensation for such sales payable by the BankCorporation to the applicable Agent pursuant to Section 3.2 hereof. 6.2 On each Settlement Date, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall Corporation will, or will cause its transfer agent to, electronically transfer the amount Placement Shares being sold by crediting the applicable Agent’s account or its designee’s account (provided that the applicable Agent shall have given the Corporation written notice of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon designee at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than least one (1) Business Trading Day after demand is made prior to the Settlement Date) at The Depository Trust Company through its Deposit Withdrawal at Custodian System for Placement Shares sold in the United States and at CDS Clearing and Depository Services Inc. though its CDSX system for Placement Shares sold in Canada or by such other means of delivery as may be mutually agreed upon by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shallparties hereto and, upon receipt of such amountPlacement Shares, havewhich in all cases shall be freely tradeable, as of such transferable, registered shares in good deliverable form, the applicable Agent will, on each Settlement Date, deliver the related Net Proceeds in same day funds to an account designated by the Corporation prior to the Settlement Date. If the Corporation defaults in its Pro Rata Share of the Revolving Loans. During the period between obligation to deliver Placement Shares on a Settlement DatesDate, the Bank with respect Corporation agrees that in addition to Swing Line Loans, and in no way limiting the Agent with respect to Agent Advances, rights and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent obligations set forth in Article 8 XII hereto, it will: (i) hold the Agents harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such default by the Corporation; and (ii) pay to each Agent any commission, discount, or other compensation to which such Agent would otherwise have been satisfied and entitled absent such default; provided, however, that without limiting Article XII herein, the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and Corporation shall not be affected by obligated to pay to the applicable Agent any circumstancecommission, including (A) any setoff, counterclaim, recoupment, defense discount or other right compensation on any Placement Shares that such Lender may have against it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the Agent NYSE or Bank, Borrower or any other Person for any reason whatsoeverthe TSX; (Bii) a material disruption in securities settlement or clearance services in the occurrence United States or continuance of any Default or Event of DefaultCanada; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (Diii) any other circumstance, happening or event whatsoever, whether or not similar failure by an Agent to any comply with its obligations under the terms of the foregoingthis Agreement.

Settlement. (i) Each LenderIt is agreed that each applicable ▇▇▇▇▇▇’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders with a Revolver Commitment as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on at least a weekly basisbasis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis at Agent’s election, if so determined by Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C3) with respect to collections Borrowers’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement with a Revolver Commitment by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 4:00 p.m. (Chicago time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount Advances (including Swing Loans, Overadvances, and Protective Advances) as of the Swing Line Loans and a Settlement Date, then Agent Advances with respect to each Settlement to the Agentshall, to Agent’s account, not by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such ▇▇▇▇▇▇’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Advances (including Swing Loans, Overadvances, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances representing the BankSwing ▇▇▇▇▇▇’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender with a Revolver Commitment on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lender Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf In determining whether a ▇▇▇▇▇▇’s balance of the BankAdvances, Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than such ▇▇▇▇▇▇’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by Borrowers and allocable to the applicable Lenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to the BankProtective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Revolving Loans including Swing Line LoansPro Rata Share of the Advances. If, as of any Settlement Date, collections Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the LendersLenders with a Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Revolving Loans Advances other than Swing Line Loans Loans, Overadvances, and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders with a Revolver Commitment, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving applicable Loans is intended by the applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving applicable Loans. Notwithstanding such agreement, the Agent, the BankSwingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, applicable Loans (including the Swing Line applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the BankSwingline Lender, with respect to each applicable outstanding Swing Line Swingline Loan, (B) for itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telecopy or other similar form of electronic transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the BankSwingline Lender, in the case of Swing Line applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements may shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 IX have then been satisfied. Such amounts made available by the applicable Lenders to the Agent shall be applied against the amounts of the applicable Swing Line Swingline Loan or Agent Advance and, together with the portion of such Swing Line Swingline Loan or Agent Advance representing the Bank’s Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for Rate, the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans Base Rate Loans, (A1) on behalf of the BankSwingline Lender, with respect to each outstanding Swing Line Swingline Loan, and (B2) for itself, with respect to each applicable Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Swingline Loans or Agent Advances, upon demand by Bank or the Agent, as applicable, shall pay to Bank the Swingline Lender or the Agent, as applicable, as the purchase price of such participation an amount equal to one-one- hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans Loans, (A) on behalf of the BankSwingline Lender, with respect to each outstanding Swing Line Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iviii) From Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line applicable Swingline Loan or applicable Agent Advance pursuant to clause (iiiii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Swingline Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Bank Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving applicable Loans, for application to the BankSwingline Lender’s Revolving Loans including Swing Line applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the BankSwingline Lender’s Revolving Loans (other than to Swing Line applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) above), as provided for in the previous sentence, the Bank Swingline Lender shall pay to the Agent for the accounts of the applicable Lenders, to be applied to the applicable outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving applicable Loans. During the period between Settlement Dates, the Bank Swingline Lender with respect to Swing Line applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Swing Line applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders, respectively. (viv) Unless the Agent has received written notice from a Lender the Required Lenders to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 IX have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loansatisfied. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A1) on behalf of the BankSwing Lender, with respect to each outstanding Swing Line Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections proceeds of Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances, Swing Loans, and Agent Advances exceeds such Lender’s Pro Rata Share of the outstanding principal amount of the Advances, Swing Line Loans Loans, and Agent Advances with respect to each as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the Agentaccount of such Lender as such Lender may designate, to Agentan amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and Agent Advances, and (z) if a Lender’s accountbalance of the Advances, not Swing Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent’s Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances, Swing Loans, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, and Agent Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Swing Line Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank or Agent, to that Lender as applicable, shall pay to Bank or Agent, as applicable, as the purchase price part of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advancenext Settlement. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to the Bank Swing Lender any payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans including Swing Line LoansAdvances. If, as of any Settlement Date, collections proceeds of Collections received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Revolving Loans Advances other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C3) with respect to collections Borrower’s or its Subsidiaries’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Line Loans Loans, Overadvances, and Agent Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances with respect to each (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Advances (including Swing Loans, Overadvances, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrower and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to the BankProtective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Revolving Loans including Swing Line LoansPro Rata Share of the Advances. If, as of any Settlement Date, collections Collections or payments of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans Advances other than Swing Line Loans Loans, Overadvances, and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, as applicable. Confidential treatment is being requested for portions of this document. This copy of the Agent document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and the other LendersExchange Commission. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Advance, and (C2) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 5:00 p.m. (Chicago New York time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender’s balance of the Advances and Agent Advances exceeds such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans Advances and Agent Advances with respect to each as of a Settlement to the AgentDate, to Agent’s accountthen Agent shall, not by no later than 2:00 p.m. (Chicago New York time)) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender’s balance of the Advances and Agent Advances is less than such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 p.m. (New York time) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent’s Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, and shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances and Agent Advances is less than, not more equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to principal, interest, fees payable by Borrower and allocable to Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Swing Line Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank or Agent, to that Lender as applicable, shall pay to Bank or Agent, as applicable, as the purchase price part of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advancenext Settlement. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, Advances and each Lender with respect to the Revolving Loans Advances other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or BankLenders, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingas applicable.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s 's Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Advance, and (C2) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the “date of such requested Settlement being the "Settlement Date”"). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(c)(iii)): (y) if a Lender's balance of the Advances and Agent Advances exceeds such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Loans Advances and Agent Advances with respect to each as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the Agentaccount of such Lender as such Lender may designate, to Agent’s accountan amount such that each such Lender shall, not upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender's balance of the Advances and Agent Advances is less than such Lender's Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent's Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such LendersAdvance. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender's balance of the foregoingAdvances and Agent Advances is less than, not more equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its 's Pro Rata Share of the Revolving Loans. During Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the period between Settlement Datesrelevant Settlement, apply to such balance the Bank with respect to Swing Line Loans, the portion of payments actually received in good funds by Agent with respect to Agent Advancesprincipal, interest, fees payable by Borrowers and allocable to the Lenders hereunder, and each proceeds of Collateral. To the extent that a net amount is owed to any such Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advancesafter such application, such net amount shall be entitled distributed by Agent to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount that Lender as part of funds employed by the Bank, the Agent and the other Lenderssuch next Settlement. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 11:00 a.m. (Chicago Los Angeles time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 1:00 p.m. (Chicago Los Angeles time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago Los Angeles time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago Los Angeles time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. Notwithstanding anything to the contrary contained herein, in its discretion, Agent may on any Settlement Date permit Non-Ratable Loans in an aggregate principal amount not to exceed $1,000,000 to remain outstanding, while requiring Settlement of the other outstanding Non-Ratable Loans. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such LenderL▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, W▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the BankW▇▇▇▇ Fargo, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (Chicago New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, W▇▇▇▇ Fargo in the case of Swing Line Loans Non-Ratable Loans, and the Agent in the case of Agent Advances) shall transfer make the amount of such LenderL▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, to Agent’s accountsuch account of Agent as Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York, New York time), on the Settlement Date applicable thereto. Settlements , which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 Section Six have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the BankW▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of W▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from W▇▇▇▇ Fargo or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by W▇▇▇▇ Fargo or Agent, as applicable, shall pay to W▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) abovepreceding, the Agent shall promptly distribute to such Lender, such LenderL▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank W▇▇▇▇ Fargo any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankW▇▇▇▇ Fargo’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the BankW▇▇▇▇ Fargo’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiSection 2.2(j)(ii) above), as provided for in the previous sentence, the Bank W▇▇▇▇ Fargo shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank W▇▇▇▇ Fargo with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankWells Fargo, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each US Lender’s funded portion of the US Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding US Revolving Loans. Notwithstanding It is agreed that each Canadian Lender’s funded portion of the Canadian Revolving Loans is intended by the Lenders to equal, at all times, such agreementLender’s Pro Rata Share of the outstanding Canadian Revolving Loans. Such agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans (including Swing Loans, the Swing Line Loans Overadvances and the Agent Advances Protective Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C3) with respect to collections the Loan Parties’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolving Loans (including Swing Loans, Overadvances and Protective Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 13): (A) if the amount of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Swing Loans, Overadvances and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, Overadvances and Protective Advances), and (B) if the amount of the Revolving Loans (including Swing Line Loans, Overadvances and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Agent Advances with respect to each Protective Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account or Agent’s Canadian Account, as applicable, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Revolving Loans (including Swing Loans, Overadvances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (B) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances or Agent Advance Protective Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans, not more Swing Loans, and Protective Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Protective Advances or Swing Loans are outstanding, may pay over to Agent or Swing Lender or the Bank Canadian Lender that is an Affiliate of Agent, as applicable, any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankProtective Advances, Overadvances or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections Collections or payments of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 13), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans other than Swing Line Loans Loans, Overadvances and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.2(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation instead, shall be entitled to make a Revolving Loan elect to act in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing2.13.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Swing Line Loans Loans, and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) with respect to collections Borrowers’ or their Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Line Loans and Agent Advances with respect to each Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance Extraordinary Advances and, together with the portion of such Swing Line Loan Loans or Agent Advance Extraordinary Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans, not more Swing Loans, and Extraordinary Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any payments or other amounts received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankExtraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections payments or other amounts of Parent or its Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Loan is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A1) on behalf of the BankBABC, with respect to each outstanding Swing Line BABC Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. (Chicago New York time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBABC, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesBABC Loans) shall transfer make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line BABC Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York time), on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line BABC Loan or Agent Advance and, together with the portion of such Swing Line BABC Loan or Agent Advance representing the Bank’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line BABC Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line BABC Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Swing Line BABC Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line BABC Loan or Agent Advance pursuant to clause subsection (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line BABC Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to the Bank BABC any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s BABC's other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s BABC's other outstanding Revolving Loans (other than to Swing Line BABC Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous sentence, the Bank BABC shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank BABC with respect to Swing Line BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line BABC Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBABC, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank▇▇▇▇▇ Fargo, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (Chicago New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, ▇▇▇▇▇ Fargo in the case of Swing Line Loans Non-Ratable Loans, and the Agent in the case of Agent Advances) shall transfer make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, to Agent’s accountsuch account of Agent as Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York, New York time), on the Settlement Date applicable thereto. Settlements , which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 Section Six have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from ▇▇▇▇▇ Fargo or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by ▇▇▇▇▇ Fargo or Agent, as applicable, shall pay to ▇▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) abovepreceding, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank ▇▇▇▇▇ Fargo any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank▇▇▇▇▇ Fargo’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank▇▇▇▇▇ Fargo’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiSection 2.2(j)(ii) above), as provided for in the previous sentence, the Bank ▇▇▇▇▇ Fargo shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank ▇▇▇▇▇ Fargo with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank▇▇▇▇▇ Fargo, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion The settlement of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementRedemptions, the Agent, the BankConversion, and the other Lenders agree Offering (which agreement shall not be for as defined below) (the benefit of or enforceable by the Borrower“Settlement”) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis the “Closing Date” as defined in the Underwriting Agreement, or at such other place or date as the Holders and the Company, may agree upon, such time and date of the Redemption and the closing of the Offering being herein referred to as the “Settlement Date.” (b) Subject to the terms and conditions set forth herein, on the Settlement Date, substantially contemporaneously, (i) each Holder shall surrender its Note to the Company for redemption and cancellation in accordance with the following provisions: Section 2.05 of each Note (and such cancellation shall promptly be effected), and (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s electionCompany shall, (A) by wire transfer of immediately available funds to the accounts specified by each Holder on behalf Schedule 1 hereto, cause the applicable portion of the Bank, with respect Aggregate Exchange Cash Consideration and Aggregate Accrued Interest Amount set forth opposite such Holder’s name on Schedule 1 hereto to be delivered to each outstanding Swing Line Loan, Holder and (B) for itselfissue and deliver, or cause its transfer agent to issue and deliver, the applicable number of Class A Shares set forth opposite each Holder’s name on Schedule 1 to the Holder or its designee. (c) Each Holder hereby acknowledges and agrees with the Company that, effective upon the Settlement on the Settlement Date, the Company shall have satisfied in full all of its obligations to such Holder under such Holder’s Note and the Note Purchase Agreement (including in respect of the Make Whole Amount) and all other obligations under such Holder’s Note, other than (i) obligations of the Company under such ▇▇▇▇▇▇’s Note that pursuant to each Agent Advance, Section 8.04 of the Holder’s Note survive and (Cii) with respect to collections receivedobligations of the Company under Section 7.3, Section 9.2(a)(ii) and Section 9.2(b) of the Note Purchase Agreement, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) which shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which survive until fully performed in accordance with the terms of this Agreement would be applied terms, and subject to the reduction of the Revolving Loanslimitations, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loantherein. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, Loans (including the Swing Line Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent in its sole discretion (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) with respect to collections Loan Parties’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Swing Loans, Extraordinary Advances and other Revolving Loans for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Line Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Agent Advances with respect to each Extraordinary Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereofExtraordinary Advances, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lender Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to In determining whether a Lender’s balance of the Revolving Loans (Aincluding Swing Loans and Extraordinary Advances) on behalf of the Bankis less than, with respect to each outstanding Swing Line Loanequal to, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Extraordinary Advances for the account of Agent Advances or Swing Loans for the account of Swing Lender are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any payments or other amounts received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankExtraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections payments or other amounts of Loan Parties received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Loan is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A1) on behalf of the BankBABC, with respect to each outstanding Swing Line BABC Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York City time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBABC, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesBABC Loans) shall transfer make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line BABC Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line BABC Loan or Agent Advance and, together with the portion of such Swing Line BABC Loan or Agent Advance representing the Bank’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line BABC Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line BABC Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Swing Line BABC Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line BABC Loan or Agent Advance pursuant to clause subsection (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line BABC Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to the Bank BABC any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s BABC's other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s BABC's other outstanding Revolving Loans (other than to Swing Line BABC Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous sentence, the Bank BABC shall pay to the Agent for the accounts account of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank BABC with respect to Swing Line BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line BABC Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBABC, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:30 p.m. (Chicago Houston, Texas time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 3:30 p.m. (Chicago Houston, Texas time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. If any settlement amount is not transferred to the Agent by any Lender on the Business Day after demand, the Agent will notify the Borrowers of such Lender’s failure to transfer and, upon demand by the Agent, the Borrowers shall pay such amount to the Agent, together with interest thereon for each day elapsed since the date of the applicable advance, at a rate per annum equal to the Interest Rate applicable at the time to the Revolving Loans comprising that particular advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent Agent, and the other Lenders, respectively. (viv) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. 7.1 Each Party must make the payments and deliveries and perform other obligations required by a Transaction: (a) using the Platform, unless otherwise agreed; (b) in accordance with: (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:relevant Confirmation; (ii) this Digital Asset Trading Agreement; and (iii) the Platform Terms (if applicable); (c) in the amount specified in the relevant Offer; and (d) in freely transferable and immediately available Fiat Currency and/or Digital Assets, without set-off, counterclaim or deduction or withholding (including on account of any Tax) unless: (i) required by law; or (ii) permitted under this Digital Asset Trading Agreement. 7.2 The Agent Counterparty shall request settlement (“Settlement”) with settle the Lenders on at least a weekly basisrelevant Transaction using its available funds or balance in the Account. 7.3 From time to time, or on a more frequent basis at Agent’s election, (A) on behalf of MULTIBANK FX INTERNATIONAL CORPORATION may agree to offer Digital Asset Services to the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying Counterparty without the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) Counterparty first satisfying the Prefunding Conditions on the date of such requested Settlement following settlement terms: (a) in relation to any Transaction, the “Settlement Date”). Each Lender Counterparty will make the relevant payment in Fiat Currency by the immediately following Banking Day (other than the Bank, in the case of Swing Line Loans and purchasing Digital Assets) or deliver the Agent relevant Digital Assets (in the case of Agent Advancesselling Digital Assets) shall transfer the amount of such Lender’s Pro Rata Share within 24 hours of the outstanding principal amount Parties’ entering to such Transaction (each such deadline, a “Settlement Deadline”); and (b) notwithstanding paragraph (a), MULTIBANK FX INTERNATIONAL CORPORATION may, in its sole discretion, request the Counterparty to settle any Transaction prior to the relevant Settlement Deadline and the Counterparty shall make such payment and delivery accordingly. 7.4 As promptly as is reasonably practicable following receipt of the Swing Line Loans and Agent Advances with respect to each Settlement Relevant Fiat Currency or Ordered Digital Asset from the Counterparty, MULTIBANK FX INTERNATIONAL CORPORATION shall make the relevant payment or delivery by the immediately following Banking Day. 7.5 Prior to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation occurrence or effective designation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent Termination Time in respect of such Swing Line Loan a Transaction, if the Counterparty fails to make payment or Agent Advance. delivery hereunder, it will be obliged to pay interest (vbefore as well as after judgment) Between Settlement Dates, on the Agent, overdue amount to MULTIBANK FX INTERNATIONAL CORPORATION on demand in the extent no Agent Advances are outstanding, may pay over to same currency as the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loansoverdue amount, for application the period from (and including) the Settlement Deadline to (but excluding) the Bank’s Revolving Loans including Swing Line Loans. Ifdate of actual payment or delivery at a rate of (i) in respect of Digital Assets, 0.05% per day or as notified by MULTIBANK FX INTERNATIONAL CORPORATION from time to time; or (ii) in respect of any Settlement DateFiat Currencies, collections received since an annual rate equal to 3% over the then immediately preceding Settlement Date have been applied current best lending rate for such currency offered by a respectable bank with goodstanding from time to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenderstime. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Advances is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Advances, the Agent Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Loan and Agent Advance, and (C2) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telephone and promptly followed by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. (Chicago California time) on the Business Date immediately preceding the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Agent Loans, and Agent Advances for the period since the prior Settlement Date, the amount of repayments received in such period, and the amounts allocated to each Lender of the principal, interest, fees, and other charges for such period. Subject to the terms and conditions contained herein (including Section 2.1(i)(ii)): (y) if a Lender's balance of the Advances, Agent Loans, and Agent Advances exceeds such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Loans Advances, Agent Loans, and Agent Advances with respect to each as of a Settlement to the AgentDate, to Agent’s account, not then Agent shall by no later than 2:00 p.m. 1:00 p.m (Chicago California time), ) on the Settlement Date applicable thereto. Settlements transfer in same day funds to the account of such Lender as Lender may occur during designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the continuation Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and Agent Advances; and (z) if a Lender's balance of the Advances, Agent Loans, and Agent Advances is less than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Default or Settlement Date, such Lender shall no later than 1:00 p.m. (California time) on the Settlement Date transfer in same day funds to such account of the Agent as the Agent may designate, an Event amount such that each such Lender shall, upon transfer of Default such amount, have as of the Settlement Date, its Pro Rata Share of the Advances, Agent Loans, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to the Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Agent Loan or Agent Advance and, together with the portion of such Swing Line Agent Loan or Agent Advance representing the Bank’s Foothill's Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lenders Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf In determining whether a Lender's balance of the BankAdvances, Agent Loans, and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received by Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and (Bproceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, such net amount shall be distributed by Agent to that Lender as part of such Settlement; provided, however, that the closing fee payable by Borrower under Section 2.12(a) for itself, with respect shall be distributed to each Agent Advancethe Lenders within three Business Days following the Closing Date without regard to the netting of amounts owing to or owed by any Lender as part of a Settlement. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances or Agent Loans are outstanding, may pay over to the Bank Foothill any payments received by the Agent, which in accordance with the terms of this the Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to Foothill's Pro Rata Share of the Bank’s Revolving Loans including Swing Line LoansAdvances. If, as of any Settlement Date, collections Collections received since the then immediately preceding Settlement Date have been applied to Foothill's Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Agent Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous sentence, the Bank Foothill shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders, to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Loans and Agent Advances, and each Lender with respect to the Revolving Loans Advances other than Swing Line Agent Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bankthe Lenders, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingas applicable.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances to the applicable Borrower(s) is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances to the applicable Borrower(s). Notwithstanding such agreementSuch agreement notwithstanding, the AgentAgents, the BankSwing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Each Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by any Agent (A1) on behalf of the Bankapplicable Swing Lender, with respect to each the outstanding Swing Line LoanLoans of such Swing Lender, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C3) with respect to collections each Borrower’s or its Domestic Subsidiaries’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances with respect to the applicable Borrower(s) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Advances (including Swing Loans, Overadvances, and Protective Advances) to such Borrower(s) as of a Settlement Date, then the applicable Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s), and (z) if the amount of the Advances (including Swing Line Loans Loans, Overadvances, and Agent Advances with respect to each Settlement Protective Advances) to the Agentapplicable Borrower(s) made by a Lender is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) made to Agent’s accountthe applicable Borrower(s) as of a Settlement Date, not such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not transfer in immediately available funds to the applicable conditions precedent set forth in Article 8 Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have then been satisfiedas of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) to the applicable Borrower(s). Such amounts made available to the applicable Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances representing the Bankapplicable Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the applicable Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the applicable Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, Overadvances, and Protective Advances to the applicable Borrower(s) is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances to such Swing Line Loan or Borrower(s) as of a Settlement Date, the applicable Agent Advance and (B) if Settlement has not previously occurred shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by such Agent with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%applicable Borrower(s) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the US Agent, to the extent no Agent Advances US Protective Advances, US Overadvances, or US Swing Loans are outstanding, may pay over to the Bank US Agent or US Swing Lender, as applicable, any Collections or payments received by the US Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansUS Advances, for application to the BankUS Protective Advances, US Overadvances, or US Swing Loans. Between Settlement Dates, US Agent, to the extent no US Protective Advances, US Overadvances, or US Swing Loans are outstanding, may pay over to US Swing Lender any Collections or payments received by US Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the US Advances, for application to US Swing Lender’s Revolving Loans including Swing Line LoansPro Rata Share of the US Advances. If, as of any Settlement Date, collections Collections or payments of US Borrower or its Domestic Subsidiaries received since the then immediately preceding Settlement Date have been applied to US Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (US Advances other than to US Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank US Swing Lender shall pay to the US Agent for the accounts of the Lenders, and US Agent shall pay to the Lenders (other than a Defaulting Lender if US Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansUS Advances. During the period between Settlement Dates, the Bank US Swing Lender with respect to US Swing Line Loans, the US Agent with respect to Agent AdvancesUS Protective Advances and US Overadvances, and each Lender with respect to the Revolving Loans US Advances other than US Swing Line Loans Loans, US Overadvances, and Agent US Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by US Swing Lender, US Agent, or the BankLenders, as applicable. Between Settlement Dates, Canadian Agent, to the extent Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans are outstanding, may pay over to Canadian Agent or Canadian Swing Lender, as applicable, any Collections or payments received by Canadian Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Advances, for application to the Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans. Between Settlement Dates, Canadian Agent, to the extent no Canadian Protective Advances, Canadian Overadvances, or Canadian Swing Loans are outstanding, may pay over to Canadian Swing Lender any Collections or payments received by Canadian Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Canadian Advances, for application to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances. If, as of any Settlement Date, Collections or payments of any Canadian Borrower or its Domestic Subsidiaries received since the then immediately preceding Settlement Date have been applied to Canadian Swing Lender’s Pro Rata Share of the Canadian Advances other than to Canadian Swing Loans, as provided for in the previous sentence, Canadian Swing Lender shall pay to Canadian Agent for the accounts of the Lenders, and Canadian Agent shall pay to the Lenders (other than a Defaulting Lender if Canadian Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Canadian Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Canadian Advances. During the period between Settlement Dates, Canadian Swing Lender with respect to Canadian Swing Loans, Canadian Agent with respect to Canadian Protective Advances and Canadian Overadvances, and each Lender with respect to the Canadian Advances other than Canadian Swing Loans, Canadian Overadvances, and Canadian Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the daily amount of funds employed by Canadian Swing Lender, Canadian Agent, or the Lenders, as applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the applicable Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent (A) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C) with respect to collections Borrower’s and its Restricted Subsidiaries’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, Overadvances, and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances), and (z) if the amount of the Advances (including Swing Line Loans Loans, Overadvances, and Agent Protective Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Advances with respect to each (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Advances (including Swing Loans, Overadvances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances or Agent Advance Protective Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrower and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to the BankProtective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Revolving Loans including Swing Line LoansPro Rata Share of the Advances. If, as of any Settlement Date, collections Collections or payments of any Loan Party received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans Advances other than Swing Line Loans Loans, Overadvances, and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Lender’s funded portion To facilitate administration of the Revolving Loans is intended by Loans, the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders Administrative Agent agree (which agreement shall is solely among them, and not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, Protective Advances and other Loans may take place on a date determined from time to time by the Agent Administrative Agent, which shall occur at least weekly. On each settlement date, settlement shall be made with respect to Agent Advances, and each Lender in accordance with respect the Settlement Report delivered by the Administrative Agent to the Revolving Lenders. Between settlement dates, the Administrative Agent may in its discretion apply payments on Loans other than to Swing Line Loans and Agent or Protective Advances, shall be entitled to interest at the applicable rate regardless of any designation by Borrower or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender any provision herein to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) . Each Lender’s obligation to make a Revolving Loan in accordance settlements with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be the Administrative Agent is absolute and unconditional and shall not be affected by any circumstanceunconditional, including (A) any setoffwithout offset, counterclaim, recoupment, defense counterclaim or other right that such Lender may have against the Agent or Bankdefense, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, and whether or not similar the Commitments have terminated, an Overadvance exists or the conditions in Section 4.02 are satisfied. If, due to an Insolvency Proceeding with respect to a Borrower or otherwise, any Swing Line Loan or Protective Advance may not be settled among Lenders hereunder, then each Lender shall be deemed to have purchased from the Administrative Agent a risk participation in each unpaid Swing Line Loan and in each unpaid Protective Advance in an amount equal to the product of such Lender’s Applicable Percentage times the amount of each such Swing Line Loan and each such Protective Advance and shall transfer the amount of such participation to the Administrative Agent, in immediately available funds, within one Business Day after the Administrative Agent’s request therefore. The provisions of this Section 2.19 shall not limit the rights of the foregoingSwing Line Lender or the obligations of the Lenders or the Borrower under Section 2.04.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank▇▇▇▇▇ Fargo, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (Chicago New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, ▇▇▇▇▇ Fargo in the case of Swing Line Loans Non-Ratable Loans, and the Agent in the case of Agent Advances) shall transfer make the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, to Agent’s accountsuch account of Agent as Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York, New York time), on the Settlement Date applicable thereto. Settlements , which may occur before or after the occurrence or during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 Section Six have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of ▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from ▇▇▇▇▇ Fargo or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by ▇▇▇▇▇ Fargo or Agent, as applicable, shall pay to ▇▇▇▇▇ Fargo or Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) of such Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to Agent by any Lender, Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) abovepreceding, the Agent shall promptly distribute to such Lender, such Lender▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank ▇▇▇▇▇ Fargo any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank▇▇▇▇▇ Fargo’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank▇▇▇▇▇ Fargo’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiSection 2.2(j)(ii) above), as provided for in the previous sentence, the Bank ▇▇▇▇▇ Fargo shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank ▇▇▇▇▇ Fargo with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankWells Fargo, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans and Floorplan Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share Percentage of the outstanding Revolving LoansLoans and Floorplan Advances. Notwithstanding such agreementSuch agreement notwithstanding, the Administrative Agent, the BankFloorplan Funding Agent, Swingline Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, Floorplan Advances, the Swing Line Loans Swingline Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iia) The Each of the Administrative Agent and the Floorplan Funding Agent, as applicable, shall request settlement (“Settlement”) with the Lenders on at least a weekly basiseach Thursday of each week, or on a more frequent basis at if so determined by the Administrative Agent or the Floorplan Funding Agent Floorplan Funding Agent’s election, as applicable, (A1) on behalf of the BankSwingline Lender, with respect to each the outstanding Swing Line LoanSwingline Loans, (B2) for itselfthe Administrative Agent, with respect to each Agent Advancethe outstanding Protective Advances, and (C3) with respect to collections receivedall Borrowings initially, in from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date and (4) with respect to payments received initially, from the Determination Date to the first Settlement Date and thereafter, since the prior Settlement Date, as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. of such requested Settlement (Chicago time) on the date of such requested Settlement (being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Revolving Loans, Floorplan Advances, Swingline Loans and Agent Protective Advances with respect for the period since the prior Determination Date and ending on the date two Business Days prior to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto(the “Determination Date”). Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available Subject to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two terms and conditions contained herein (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advanceincluding Section 2.27), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.):

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Administrative Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Swing Line Loans Loans, and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s electionif so determined by Administrative Agent in its sole discretion or, with respect to Protective Advances, as requested by the applicable Co-Collateral Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itselfitself or Co-Collateral Agents, as applicable, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) with respect to collections Borrowers’ or any of their Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Line Loans and Agent Advances with respect to each Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Administrative Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedExtraordinary Advances). Such amounts made available to Administrative Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance Extraordinary Advances and, together with the portion of such Swing Line Loan Loans or Agent Advance Extraordinary Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Administrative Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans, not more Swing Loans, and Extraordinary Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Administrative Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, Administrative Agent or Co-Collateral Agents, as applicable, to the extent Extraordinary Advances are outstanding, or Administrative Agent, to the extent no Agent Advances Swing Loans are outstanding, may pay over to the Bank Administrative Agent, Co-Collateral Agents or Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankExtraordinary Advances or Swing Loans. Between Settlement Dates, Administrative Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections payments or other amounts of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a Defaulting Lender if Administrative Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Administrative Agent and Co-Collateral Agents, as applicable, with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Administrative Agent, Co-Collateral Agents, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Loan is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans BABC Loans, the Agent Advances and the Agent Over Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a bi-weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A1) on behalf of the BankBABC, with respect to each outstanding Swing Line BABC Loan, (B2) for itself, with respect to each Agent Advance and Over Advance, and (C3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 10:00 a.m. (Chicago time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBABC, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesBABC Loans) shall transfer make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Loans BABC Loans, Agent Advances and Agent Over Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 1:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan BABC Loan, Agent Advance or Agent Over Advance and, together with the portion of such Swing Line Loan or BABC Loan, Agent Advance or Over Advance representing the Bank’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan BABC Loan, Agent Advance or Agent Over Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or BABC Loan, Agent Advance or Over Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Swing Line Loan or BABC Loan, Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesOver Advance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan BABC Loan, Agent Advance or Agent Over Advance pursuant to clause subsection (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan BABC Loan, Agent Advance or Agent Over Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances, BABC Loans or Over Advances are outstanding, may pay over to the Bank BABC any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s BABC's other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s BABC's other outstanding Revolving Loans (other than to Swing Line Loans or BABC Loans, Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)or Over Advances, as provided for in the previous sentence, the Bank BABC shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansLoans and BABC's other Revolving Loans shall be deemed to be reinstated in the amount so paid to the Agent for the account of the other Lenders. During the period between Settlement Dates, the Bank BABC with respect to Swing Line BABC Loans, the Agent with respect to Agent Advances and Over Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans BABC Loans, Agent Advances and Agent Over Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBABC, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each The amount of each Lender’s funded portion Revolving Credit Commitment Percentage of outstanding Loans (including outstanding Swingline Loans) shall be computed weekly (or more frequently in the Administrative Agent's discretion) and shall be adjusted upward or downward based on all Loans (including Swingline Loans) and repayments of Loans (including Swingline Loans) received by the Administrative Agent as of 3:00 p.m. on the first Business Day (such date, the “Settlement Date”) following the end of the Revolving Loans is intended period specified by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Administrative Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:. (ii) The Administrative Agent shall request settlement (“Settlement”) with deliver to each of the Lenders promptly after a Settlement Date a summary statement of the amount of outstanding Loans (including Swingline Loans for the period and the amount of repayments received for the period. As reflected on at least a weekly basis, or on a more frequent basis at Agent’s electionthe summary statement, (Ai) on behalf of the Bank, with respect Administrative Agent shall transfer to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent AdvanceLender its Revolving Credit Commitment Percentage of repayments, and (Cii) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer to the Administrative Agent (as provided below) or the ​ Administrative Agent shall transfer to each Lender, such amounts as are necessary to insure that, after giving effect to all such transfers, the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to made by each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent Lender shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share Credit Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date. If the summary statement requires transfers to be made to the Administrative Agent by the Lenders and is received prior to 1:00 p.m. on a Business Day, such transfers shall be made in immediately available funds no later than 3:00 p.m. that day; and, if received after 1:00 p.m., then no later than 3:00 p.m. on the next Business Day. The obligation of each Lender to transfer such funds is irrevocable, unconditional and without recourse to or warranty by the Administrative Agent. If and to the extent any Lender shall not have so made its Pro Rata Share transfer to the Administrative Agent, such Lender agrees to pay to the Administrative Agent, forthwith on demand such amount, together with interest thereon, for each day from such date until the date such amount is paid to the Administrative Agent, equal to the greater of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, Federal Funds Rate and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable a rate or rates payable under this Agreement on the actual average daily amount of funds employed determined by the Bank, the Administrative Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests banking industry rules on interbank compensation plus any administrative, processing, or similar fees customarily charged by the Administrative Agent in accordance connection with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving applicable Loans is intended by the applicable Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving applicable Loans. Notwithstanding such agreement, the Agent, the BankSwingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, applicable Loans (including the Swing Line applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the BankSwingline Lender, with respect to each applicable outstanding Swing Line Swingline Loan, (B) for itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telecopy or other similar form of electronic transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the BankSwingline Lender, in the case of Swing Line applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall transfer the amount of such LenderL▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swing Line applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements may shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 IX have then been satisfied. Such amounts made available by the applicable Lenders to the Agent shall be applied against the amounts of the applicable Swing Line Swingline Loan or Agent Advance and, together with the portion of such Swing Line Swingline Loan or Agent Advance representing the Bank’s Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for Rate, the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans Base Rate Loans, (A1) on behalf of the BankSwingline Lender, with respect to each outstanding Swing Line Swingline Loan, and (B2) for itself, with respect to each applicable Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Swingline Loans or Agent Advances, upon demand by Bank or the Agent, as applicable, shall pay to Bank the Swingline Lender or the Agent, as applicable, as the purchase price of such participation an amount equal to one-one- hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans Loans, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.370

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, including the Swing Line Ex-Im Bank Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) Ex-Im Bank Revolving Loans, (C) for itself, with respect to each Agent Advance, and (CD) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago New York, New York time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Ex-Im Bank Revolving Loan or Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Ex-Im Bank Revolving Loan, Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Ex-Im Bank Revolving Loan, Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Ex-Im Bank Revolving Loan, Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Ex-Im Bank Revolving Loan, Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Ex-Im Bank Revolving Loan, Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Ex-Im Bank Revolving Loans and Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Ex-Im Bank Revolving Loans and Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Ex-Im Bank Revolving Loans, Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan, Ex-Im Bank Revolving Loan or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Lender’s 's funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBanks, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s 's election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 11:00 a.m. (Chicago Atlanta, Georgia time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankAgent, in the case of Swing Line Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s 's account, not later than 2:00 3:00 p.m. (Chicago Atlanta, Georgia time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Agent's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bankfor itself, with respect to each outstanding Swing Line Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, Agent without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Advance equal to such Lender’s 's Pro Rata Share of such Swing Line Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, the Agent as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s 's Pro Rata Share of such Swing Line Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank itself any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Agent's Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Agent's Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank Agent shall pay to the Agent itself for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Agent with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s funded portion of the Revolving applicable Loans is intended by the applicable Lenders to be equal at all times to such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving applicable Loans. Notwithstanding such agreement, the Agent, the BankSwingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, applicable Loans (including the Swing Line applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every week, or on a more frequent basis at the Agent’s election, (A) on behalf of the BankSwingline Lender, with respect to each applicable outstanding Swing Line Swingline Loan, (B) for itself, with respect to each applicable Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telecopy or other similar form of electronic transmission, of such requested Settlement, no later than 12:00 noon (Chicago New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the BankSwingline Lender, in the case of Swing Line applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall transfer the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swing Line applicable Swingline Loans and the applicable Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements may shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 IX have then been satisfied. Such amounts made available by the applicable Lenders to the Agent shall be applied against the amounts of the applicable Swing Line Swingline Loan or Agent Advance and, together with the portion of such Swing Line Swingline Loan or Agent Advance representing the Bank’s Swingline Lenders’ Pro Rata Share thereof, shall cease to constitute Swingline Loans or Agent Advances, but shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for Rate, the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans Base Rate Loans, (A1) on behalf of the BankSwingline Lender, with respect to each outstanding Swing Line Swingline Loan, and (B2) for itself, with respect to each applicable Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Swingline Loan or Agent Advance equal to such Lender▇▇▇▇▇▇’s Pro Rata Share of such Swing Line Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Swingline Loans or Agent Advances, upon demand by Bank or the Agent, as applicable, shall pay to Bank the Swingline Lender or the Agent, as applicable, as the purchase price of such participation an amount equal to one-one- hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Swingline Loans or Agent Advances. If such amount is not in fact made available to the Agent by any applicable Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans Loans, (A) on behalf of the BankSwingline Lender, with respect to each outstanding Swing Line Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iviii) From Notwithstanding any provisions of Section 2.4(f) to the contrary, from and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line applicable Swingline Loan or applicable Agent Advance pursuant to clause (iiiii) above, the Agent shall promptly distribute to such Lender, such Lender▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Swingline Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to the Bank Swingline Lender any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving applicable Loans, for application to the BankSwingline Lender’s Revolving Loans including Swing Line applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the BankSwingline Lender’s Revolving Loans (other than to Swing Line applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) above), as provided for in the previous sentence, the Bank Swingline Lender shall pay to the Agent for the accounts of the applicable Lenders, to be applied to the applicable outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving applicable Loans. During the period between Settlement Dates, the Bank Swingline Lender with respect to Swing Line applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Swing Line applicable Swingline Loans and applicable Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders, respectively. (viv) Unless the Agent has received written notice from a Lender the Required Lenders to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 IX have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loansatisfied. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each The Agent and the Lenders hereby agree that, except in the ---------- case of Loans consisting of Settlement Loans or Agent Advances, each Lender’s 's funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of 's Participation in the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, The Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Settlement Loans, the Swing Line Loans and the Agent Advances and other Loans shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least ---------- a weekly basisbasis not less frequently than once during each five (5) Business Day period, or on a more frequent basis at if so determined by the Agent’s election, (A) on behalf of the BankBACAN or BAUK, with respect to each outstanding Swing Line Settlement Loan, and (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the other applicable Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 11:00 a.m. (Chicago Local time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the Bank--------------- BACAN and BAUK, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesSettlement Loans) shall transfer make the amount of such Lender’s Pro Rata Share of 's Participation in the outstanding principal amount of the Swing Line Settlement Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of BACAN and BAUK, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not no later than 2:00 p.m. (Chicago Local time), on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent for Revolving Loans set forth in Article 8 herein have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Settlement Loan or Agent Advance and, together with the portion of such Swing Line Settlement Loan or Agent Advance representing the Bank’s Pro Rata Share BACAN's or BAUK's Participation thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate interest rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect which Settlement is to each Agent Advancebe made. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default an Event or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Settlement Loan or Agent Advance), each other Canadian Lender (A) or U.K. Lender, as the case may be, shall irrevocably and unconditionally purchase and receive from the Bank BACAN, BAUK or the Agent, as applicable, without recourse or warranty, an undivided interest and participation Participation in such Swing Line Settlement Loan or Agent Advance to the extent of such Lender's Participation therein by paying to the Agent, in same day funds, an amount equal to such Lender’s Pro Rata Share of 's Participation in such Swing Line Settlement Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate interest rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Settlement Loan or Agent Advance pursuant to clause (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender’s Pro Rata Share of 's Participation in all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Settlement Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank If any payments are received by the AgentAgent which, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, and no Settlement Loans or Agent Advances are then outstanding, the Agent may pay over such amounts to BACAN or BAUK, as the case may be, for application to BACAN's or BAUK's, as the Bank’s case may be, Participation in such Revolving Loans including Swing Line Loans. IfIf , as of any Settlement Date, collections payments received since the then immediately preceding Settlement Date have been applied to BACAN's or BAUK's, as the Bank’s case may be, Participation in the Revolving Loans (other than to Swing Line Settlement Loans or and Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous immediately preceding sentence, then BACAN or BAUK, as the Bank case may be, shall pay to the Agent Agent, for the accounts account of the applicable Canadian Lenders or U.K. Lenders, as the case may be, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, haveshall have outstanding, as of such Settlement Date, after giving effect to such payments, its Pro Rata Share Participation in such Revolving Loans; provided, that the Agent may net payments due from BACAN or BAUK, as the case may be, pursuant to this sentence against payments due to BACAN or BAUK, as the case may be, pursuant to Section 2.2(j)(i) on the applicable Settlement Date, and require BACAN, BAUK or the other Lenders, as applicable, to make only the amount of the Revolving Loanspayment due after such netting. During the period between As of each Settlement DatesDate, the Bank each of (a) BACAN and BAUK with respect to Swing Line Settlement Loans, (b) the Agent with respect to Agent Advances, and (c) each Lender with respect to the Revolving Loans other than Swing Line Settlement Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBACAN, BAUK, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against since the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingimmediately preceding Settlement Date.

Settlement. (ia) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share Share, based upon its Revolving Loans Commitment, of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerObligated Parties) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, including the Swing Line Non-Ratable Loans and the Agent Advances Advances, shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, e-mail, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago Los Angeles, California time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans the Non-Ratable Loans, and the Agent in the case of the Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share Share, based upon its Revolving Loans Commitment, of the outstanding principal amount of the Swing Line Non-Ratable Loans and the Agent Advances with respect to each which Settlement is requested to the Agent, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 p.m. 12:00 noon (Chicago Los Angeles, California time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share Share, based upon its Revolving Loans Commitment, thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Base Rate Revolving Loans (A1) on behalf of the Bank, with respect to each outstanding Swing Line Loan, Non-Ratable Loan and (B2) for itself, with respect to each Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share Share, based upon its Revolving Loans Commitment, of such Swing Line Non-Ratable Loan or Agent Advance Advance, and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share Share, based upon its AMENDED AND RESTATED CREDIT AGREEMENT Revolving Loans Commitment, of such Swing Line Non-Ratable Loans or Agent Advances. If such amount is not in fact made available transferred to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) abovepreceding, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share Share, based upon its Revolving Loans Commitment, of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, the Agent may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such a Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) abovepreceding), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share Share, based upon its Revolving Loans Commitment, of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent Agent, and the other Lenders. (viv) Unless the Agent has received written notice from a Borrower or a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed the Availability on any Funding Date for a Revolving Loan Loans or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. The receipt of immediately available funds by the Company in payment for Notes and either (i) Each Lender’s funded portion for Notes represented by a Global Note, the authentication of the Revolving Loans is intended such Global Note by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the Trustee or other Lenders agree (which agreement shall not be for the benefit of relevant authenticating agent or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The for Notes represented by a Master Note, the endorsement or notation of the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall request settlement (constitute “Settlement”) with the Lenders on at least a weekly basissettlement.” Offerings will be settled within two to five U.S. Business Days, or on at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the Settlement Procedures Timetable set forth in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of Notes are not completed on or before the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent time set forth in Article 8 have then been satisfied. Such amounts made available to each such section, such offer shall not be settled until the Agent shall be applied against applicable business day following the amounts completion of the applicable Swing Line Loan procedures “A” and “B,” or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, later date as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Selling Agent and the other Lenders. (vi) Unless Company shall agree. These Settlement Procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Agent has received written notice from a Lender to the contraryCompany, the Agent may assume that applicable Selling Agents and the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanPaying Agent. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowerany Obligor) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago Atlanta, Georgia time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Non-Ratable Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Advances with respect to each Settlement to the Agent, to the Agent’s account, not later than 2:00 p.m. (Chicago Atlanta, Georgia time), on the Settlement Date applicable thereto. Settlements may shall occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Base Rate Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent Advances, upon demand by the Bank or the Agent, as applicable, shall pay to the Bank or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Non-Ratable Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender or a Borrower to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Non-Ratable Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each The Collateral Agent and the Lenders hereby agree that, except in the case of Loans consisting of Swing Loans or Collateral Agent Advances, each Lender’s 's funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, The Collateral Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Swing Loans, the Swing Line Loans and the Collateral Agent Advances and other Loans shall take place on a periodic basis in accordance with the following provisions: (ii1) The Collateral Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Collateral Agent’s election, (A) on behalf of the Bank, with respect to (A) each outstanding Swing Line Loan, (B) for itself, with respect to each outstanding Collateral Agent Advance, and (C) with respect to collections payments received, in each case, by notifying the other Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. (Chicago Chicago, Illinois time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBABC, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesLoans) shall transfer make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Collateral Agent Advances with respect to each which Settlement is requested available to the Collateral Agent, for itself or for the account of BABC, in same day funds, to Agent’s account, not later than 2:00 p.m. (Chicago time)such account of the Collateral Agent as the Collateral Agent may designate, on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 9 have then been satisfied. Such amounts made available to the Collateral Agent shall be applied against the amounts of the applicable Swing Line Loan or Collateral Agent Advance and, together with the portion of such Swing Line Loan or Collateral Agent Advance representing the Bank’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Collateral Agent by any Lender on the Settlement Date applicable thereto, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect which Settlement is to each Agent Advancebe made. (iii2) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Collateral Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Collateral Agent has requested a Settlement with respect to a Swing Line Loan or Collateral Agent Advance, but without duplication of amounts funded under Section 2.2(j)(1) above), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank BABC or the Collateral Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Collateral Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Collateral Agent, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Swing Line Loan or Collateral Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Collateral Agent by any Lender, the Collateral Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving the Loans (A) on behalf of in which the Bank, with respect participation is to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advancebe purchased. (iv3) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Collateral Agent Advance pursuant to clause subsection (iii2) above, the Collateral Agent shall promptly distribute to such LenderLender at its address provided pursuant to Section 13.11, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Collateral Agent in respect of such Swing Line Loan or Collateral Agent Advance. (v4) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank If any payments are received by the AgentCollateral Agent which, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, and no Swing Loans or Collateral Agent Advances are then outstanding, the Collateral Agent may pay over such amounts to BABC for application to the Bank’s BABC's other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections payments received since the then immediately preceding Settlement Date have been applied to the Bank’s BABC's Revolving Loans (other than to Swing Line Loans or and Collateral Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous immediately preceding sentence, the Bank then BABC shall pay to the Agent Collateral Agent, for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, haveshall have outstanding, as of such Settlement Date, after giving effect to such payments, its Pro Rata Share of the such Revolving Loans; provided, that the Collateral Agent may net payments due from BABC pursuant to this sentence against payments due to BABC pursuant to Section 2.2(j)(1) on the applicable Settlement Date, and require either BABC or the other Lenders, as applicable, to make only the amount of the payment due after such netting. During the period between As of each Settlement DatesDate, the Bank each of (x) BABC with respect to Swing Line Loans, (y) the Collateral Agent with respect to Collateral Agent Advances, and (z) each Lender with respect to the Revolving Loans other than Swing Line Loans and Collateral Agent Advances, shall be entitled to interest payable under this Agreement at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBABC, the Collateral Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against since the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingimmediately preceding Settlement Date.

Settlement. (i) Each It is agreed that each applicable Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders with a Revolver Commitment as to the Revolving LoansAdvances, the Swing Line Loans Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders with a Revolver Commitment on at least a weekly basisbasis (and, solely with respect to Excess Swing Loans, on the Business Day immediately following the day on which Swing Lender makes any Excess Swing Loan), or on a more frequent basis at Agent’s election, if so determined by Agent (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances or Overadvances, and (C3) with 127255152_10 respect to collections Borrowers’ Collections or payments received, in as to each case, by notifying the Lenders of such requested Settlement with a Revolver Commitment by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 4:00 p.m. (Chicago time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances, Swing Loans, Overadvances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal amount Advances (including Swing Loans, Overadvances, and Protective Advances) as of the Swing Line Loans and a Settlement Date, then Agent Advances with respect to each Settlement to the Agentshall, to Agent’s account, not by no later than 2:00 p.m. (Chicago time) on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances (including Swing Loans, Overadvances and Protective Advances), and (z) if the amount of the Advances (including Swing Loans, Overadvances, and Protective Advances) made by a Lender with a Revolver Commitment is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, such Lender shall no later than 2:00 p.m. (Chicago time) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Advances (including Swing Loans, Overadvances, and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Overadvances, or Agent Advance Protective Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender with a Revolver Commitment on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, Overadvances, and Protective Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansAdvances, for application to the BankProtective Advances, Overadvances, or Swing Loans. Between Settlement Dates, Agent, to the extent no Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Swing Lender any Collections or payments 127255152_10 received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Revolving Loans including Swing Line LoansPro Rata Share of the Advances. If, as of any Settlement Date, collections Collections or payments of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (Advances other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the LendersLenders with a Revolver Commitment, and Agent shall pay to the Lenders with a Revolver Commitment (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans Advances of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansAdvances. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with a Revolver Commitment with respect to the Revolving Loans Advances other than Swing Line Loans Loans, Overadvances, and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders with a Revolver Commitment, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s 's Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Advance, and (C2) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 2:00 p.m. (Chicago California time) on the Business Day immediately prior to the date of such requested Settlement (the “date of such requested Settlement being the "Settlement Date”"). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(b)(iii)): (y) if a Lender's balance of the Advances and Agent Advances exceeds such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Loans Advances and Agent Advances with respect to each as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (California time) on the Settlement Date, transfer in immediately available funds to the Agentaccount of such Lender as such Lender may designate, to Agent’s accountan amount such that each such Lender shall, not upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender's balance of the Advances and Agent Advances is less than such Lender's Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 12:00 p.m. (Chicago California time), ) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent's Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s such Lender's Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lender Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf In determining whether a Lender's balance of the BankAdvances and Agent Advances is less than, equal to, or greater than such Lender's Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to each outstanding Swing Line Loanprincipal, interest and fees payable by Borrowers and allocable to the Lenders hereunder, and (B) for itselfproceeds of Collateral. To the extent that a net amount is owed to any such Lender after such application, with respect such net amount shall be distributed by Agent to each Agent Advancethat Lender as part of such next Settlement. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender (subject to the effect of letter agreements between Agent and individual Lenders) with respect to the Revolving Loans Advances other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bankthe Lenders, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingas applicable.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Loan is intended by the Lenders to be equal at all times to such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the any Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Bank Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“SettlementSettlement ”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A1) on behalf of the Bank, with respect to each outstanding Swing Line Bank Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 1:00 p.m. (Chicago New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent AdvancesBank Loans) shall transfer make the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Swing Line Bank Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of the Bank, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 3:00 p.m. (Chicago New York City time), on the Settlement Date applicable thereto. Settlements Settlement may occur start during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 11 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Bank Loan or Agent Advance and, together with the portion of such Swing Line Bank Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) three days from fr om and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Bank Loan, and (B) for itself, with respect to each Agent Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Bank Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Bank Loan or Agent Advance to the extent of such ▇▇▇▇▇▇’s Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender▇▇▇▇▇▇’s Pro Rata Share of such Swing Line Bank Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) three days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Bank Loan or Agent Advance pursuant to clause subsection (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender▇▇▇▇▇▇’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Bank Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank Loans are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, Loans for application to the Bank’s other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s other outstanding Revolving Loans (other than to Swing Line Bank Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Revo lving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Bank Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Bank Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans, subject to Sections 2.3(b), 2.3(c) and 2.3(d). Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers or enforceable by the Borrowerany other Loan Party) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Swing Line Loans Loans, and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent in its sole discretion (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) with respect to collections Borrowers’ or any of their Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolving Loans, Swing Loans, and Extraordinary Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) if the amount of the Revolving Loans (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Swing Loans, and Extraordinary Advances), and (z) if the amount of the Revolving Loans (including Swing Line Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Swing Loans, and Agent Advances with respect to each Extraordinary Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of a Default or an Event of Default the Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance Extraordinary Advances and, together with the portion of such Swing Line Loan Loans or Agent Advance Extraordinary Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans, not more Swing Loans, and Extraordinary Advances is less than, equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available Borrowers and allocable to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line LoanLenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to the Bank Agent or Swing Lender, as applicable, any payments or other amounts received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the BankExtraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections payments or other amounts of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Credit Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Credit Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Administrative Agent, the Bank, Swing Lender and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Credit Loans (including Swing Line Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (iivii) The Administrative Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by the Administrative Agent in its sole discretion (A) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B) for itself, with respect to each Agent Advance, the outstanding Extraordinary Advances and (C) with respect to collections any Loan Party’s or any of their respective Subsidiaries’ payments or other amounts received, in each case, case by notifying the Lenders of such requested Settlement by telecopyfacsimile, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolving Credit Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.17): (A) if the amount of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to the account as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances), and (B) if the amount of the Revolving Credit Loans (including Swing Line Loans and Agent Advances with respect to each Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Administrative Agent’s Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Revolving Credit Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedExtraordinary Advances). Such amounts made available to the Administrative Agent under clause (B) of the immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance Extraordinary Advances and, together with the portion of such Swing Line Loan Loans or Agent Advance Extraordinary Advances representing the BankSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Credit Loans of such Lenders. If any such amount is not transferred made available to the Administrative Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiviii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Credit Loans (including Swing Loans and Extraordinary Advances) is less than, not more equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Revolving Credit Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement and subject to Section 8.03, apply to such Swing Line Loan or balance the portion of payments actually received in immediately available funds by the Administrative Agent Advance and (B) if Settlement has not previously occurred with respect to such principal, interest and fees payable by the Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. (ix) To the extent Extraordinary Advances or Swing Line Loans are outstanding between Settlement Dates, the Administrative Agent may pay over to the Administrative Agent or Agent Advances, upon demand by Bank or Agentthe Swing Lender, as applicable, shall pay to Bank any payments or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral other amounts received by the Administrative Agent that in respect accordance with the terms of this Agreement would be applied to the reduction of the outstanding Revolving Credit Loans, for application to such Extraordinary Advances or Swing Line Loan or Agent Advance. (v) Loans. Between Settlement Dates, the Administrative Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to the Bank Swing Lender any payments or other amounts received by the Administrative Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Credit Loans, for application to the BankSwing Lender’s Pro Rata Share of the Revolving Loans including Swing Line Credit Loans. If, as of any Settlement Date, collections payments or other amounts of the Loan Parties or their respective Subsidiaries received since the then immediately preceding Settlement Date have been applied to the BankSwing Lender’s Pro Rata Share of the Revolving Credit Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous immediately preceding sentence, the Bank Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and the Administrative Agent shall pay to the Lenders (subject to clause (iv) below), to be applied to the outstanding Revolving Credit Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Credit Loans. During Solely as among the Administrative Agent, the Swing Lender and the other Lenders, during the period between Settlement Dates, the Bank Swing Lender with respect to the outstanding daily amount of principal of Swing Line Loans, the Administrative Agent with respect to Agent the outstanding daily amount of principal of Extraordinary Advances, and each Lender with respect to the outstanding daily amount of principal of Revolving Credit Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement Agreement. Notwithstanding anything to the contrary contained in this Agreement, during the period between Settlement Dates, none of the Swing Lender with respect to Swing Loans, the Administrative Agent with respect to Extraordinary Advances, or any Lender with respect to the Revolving Credit Loans other than Swing Loans and Extraordinary Advances, shall be entitled to interest from any Loan Party or any of their Subsidiaries on the actual average daily amount of funds employed by principal repaid after the Bank, the Agent and the other Lendersdate of repayment of such principal. (vix) Unless Anything in this Section 2.02(g) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, the Administrative Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.17. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.