Common use of Settlement Procedures Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment (a) [Reserved]. (b) [Reserved]. (c) No Lender shall be responsible for any default by any other Lender in the other Lender’s obligation to make Term Loan hereunder nor shall the Term Loan Commitment of any Lender be increased or decreased as a result of the conditions set forth default by any other Lender in clause the other Lender’s obligation to make the Term Loan hereunder. (d) Agent may assume that each Lender will make available to Agent such Lender’s Pro Rata Share of the Term Loan and Agent may, in its discretion, but shall not be obligated to, cause a corresponding amount to be made available to or for the benefit of such Borrower on the Closing Date. If Agent makes such corresponding amount available to a Borrower and such corresponding amount is not in fact made available to Agent by such Lender, Agent shall be entitled to recover such corresponding amount on demand from such Lender together with interest thereon for each day from the date such payment was due until the date such amount is paid to Agent at the Federal Funds Rate for each day during such period (as published by the Federal Reserve Bank of New York or at Agent’s option based on the arithmetic mean determined by Agent of the rates for the last transaction in overnight Federal funds arranged prior to 9:00 a.m. (New York City time) on that day by each of the three leading brokers of Federal funds transactions in New York City selected by Agent) and if such amounts are not paid within three (3) days of Agent’s demand, at the highest Interest Rate provided for in Section 3.1 hereof. During the period in which such Lender has not paid such corresponding amount to Agent, notwithstanding anything to the contrary contained in this Agreement or any of the other Financing Agreements, the amount so advanced by Agent to or for the benefit of any Borrower shall, for all purposes hereof, be a part of the Term Loan made by Agent for its own account. Upon any such failure by a Lender to pay Agent, Agent shall promptly thereafter notify Administrative Borrower of such failure and Borrowers shall pay such corresponding amount to Agent for its own account within five (5) Business Days of Administrative Borrower’s receipt of such notice, which shall constitute a payment on account of Obligations. (e) of Nothing in this Section 2.14, or elsewhere in this Agreement or the Administrative other Financing Agreements shall be deemed to require Agent shall notify the Lenders to advance funds on behalf of the occurrence of the Incremental Facility effected on such Increase Effective Date and, in the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each any Lender or to relieve any Lender from its obligation to fulfill its Term Loan Commitment hereunder or to prejudice any rights that any Borrower may have against any Lender as a result thereof, and of any default by any Lender hereunder in the case of an Incremental fulfilling its Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders whose Applicable Percentage is decreasing such amounts as are necessary so that each Lender’s share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) of this sentenceCommitment.

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

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

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

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

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

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

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

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

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

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

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

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

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

Settlement Procedures. On each Increase Effective Date, promptly following fulfillment of If on the conditions set forth in clause (e) of this Section 2.14, the Administrative Agent shall notify the Lenders of the occurrence of the Incremental Facility effected on such Increase Fourth Amendment Effective Date and, in the case of a immediately after giving effect to this Agreement there are any Revolving Credit Increase, the amount Loans or Letters of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In the event that an Incremental Revolving Increase results in any change to the Applicable Percentage of any LenderCredit outstanding, then on the Increase Effective Date, as applicable, (i) the participation interests of the Revolving Credit Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Dollar Tranche Lenders in accordance with their respective Applicable Percentages after giving effect to such increasethis Agreement, (ii) any new Lenderall existing Revolving Credit Loans, if any, shall be deemed to be Dollar Tranche Loans, and any existing each Increasing Lender whose Commitment has increased, shall pay to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage of all existing such Dollar Tranche Loans, (iii) the Administrative Agent will use the proceeds thereof to pay to all existing Lenders each Revolving Credit Lender whose Applicable Percentage with respect to Dollar Tranche Loans after giving effect to this Agreement is decreasing less than such Revolving Credit Lender’s Applicable Percentage in respect of the Revolving Credit Facility was immediately prior to giving effect to this Agreement such amounts as are necessary so that each Dollar Tranche Lender’s share of all Loans, participation in existing Revolving Credit Loans will be equal to its adjusted Applicable Percentage, Percentage in respect of the Dollar Tranche and (iv) if the Fourth Amendment Effective Date occurs on a date other than the last day of an Interest Period applicable to any outstanding Revolving Credit Loan that is a Term SOFR Loan, then the Parent Borrower shall pay any amounts required pursuant to Section 3.05 of the Credit Agreement on account of the payments made pursuant to clause (iii) of this sentenceclause (c).

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

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

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

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

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

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

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

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

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

Settlement Procedures. On (a) Except with respect to Loans made pursuant to Section 2.3(f), each Increase Effective DateLender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds to such account in New York City as the Administrative Agent may designate not later than 2:00 p.m., promptly following fulfillment of the conditions set forth in clause (e) of this Section 2.14New York City time, and the Administrative Agent shall notify promptly credit the Lenders amounts so received to an account designated by the applicable Borrower (or Borrower Agent on behalf of such Borrower) in the occurrence of the Incremental Facility effected applicable request for a Loan or, if a Loan shall not be made on such Increase Effective Date anddate because any condition precedent herein specified shall not have been met, in return the case of a Revolving Credit Increase, the amount of the Commitments and the Applicable Percentage of each Lender as a result thereof, and in the case of an Incremental Term Loan Facility, the allocated portion and applicable percentage of each Lender participating in such Incremental Term Loan Facility and each such participating Lender shall make a term loan amounts so received to the Borrower equal to its allocated portion of such Incremental Term Loan Facility. In respective Lenders. (b) Unless the event that an Incremental Revolving Increase results in any change Administrative Agent shall have received notice from a Lender prior to the Applicable Percentage date of any Lender, then on the Increase Effective Date, as applicable, (i) the participation interests of the Lenders in any outstanding Letters of Credit shall be automatically reallocated among the Lenders in accordance with their respective Applicable Percentages after giving effect to Loan that such increase, (ii) any new Lender, and any existing Lender whose Commitment has increased, shall pay will not make available to the Administrative Agent such amounts as are necessary to fund its new or increased Applicable Percentage Lender’s Pro Rata Share of all existing Loanssuch Loan, (iii) the Administrative Agent will use may assume that such Lender has made such Pro Rata Share available to the proceeds thereof Administrative Agent on the date of such Loan in accordance with paragraph (a) above and the Administrative Agent may, in reliance upon such assumption, make available to pay the applicable Borrower on such date a corresponding amount. If the Administrative Agent shall have so made funds available then, to all existing Lenders whose Applicable Percentage the extent that such Lender shall not have made such Pro Rata Share available to the Administrative Agent, such Lender and the Borrowers jointly and severally agree to repay to the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date such amount is decreasing made available to the applicable Borrower to but excluding the date such amounts as are necessary so that each amount is repaid to the Administrative Agent at (i) in the case of the applicable Borrower, a rate per annum equal to the interest rate applicable at the time to such Loans and (ii) in the case of such Lender, a rate determined by the Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s share Pro Rata Share of all Loans, will be equal to its adjusted Applicable Percentage, and (iv) the Borrower shall pay any amounts required pursuant to Section 3.05 on account of the payments made pursuant to clause (iii) such Loan for purposes of this sentenceAgreement (c) Nothing in this Section or elsewhere in this Agreement or the other Financing Agreements shall be deemed to require Administrative Agent to advance funds on behalf of any Lender or to relieve any Lender from its obligation to fulfill its Commitment hereunder or tot prejudice any rights that any Borrower may have against any Lender as a result of any default by any Lender hereunder in fulfilling its Commitment.

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

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