Common use of Settlement Clause in Contracts

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

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

Settlement. (i) Each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankChase, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerLoan Parties) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, including the Swing Line Non-Ratable Loans, Swingline Loans and the Agent Advances Overadvances shall take place on a periodic basis in accordance with the following provisions: (ii) as follows. The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, e-mail no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the BankAgent, in the case of Swing Line the Non-Ratable Loans, Swingline Loans and the Agent in the case of Agent AdvancesOveradvances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances applicable Loan with respect to each which Settlement is requested to the Agent, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation existence of a Default or an Event of Unmatured Default and whether or not the applicable conditions precedent set forth in Article 8 Section 4.2 have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the BankChase’s Pro Rata Share thereofof such Non-Ratable Loan, Swingline Loan or Overadvance, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advanceas specified in Section 2.24. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (ia) Each Lender’s With respect to all periods for which the Administrative Agent has funded portion Revolving Loans pursuant to Section 2.02(c), on Friday of each week, or if the applicable Friday is not a Business Day, then on the following Business Day, or such shorter period as the Administrative Agent may from time to time select (any such week or shorter period being herein called a “Settlement Period”), the Administrative Agent shall notify each Revolving Loan Lender of the unpaid principal amount of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share outstanding as of the last day of each such Settlement Period. In the event that such amount is greater than the unpaid principal amount of the Revolving Loans outstanding Revolving Loans. Notwithstanding on the last day of the Settlement Period immediately preceding such agreementSettlement Period (or, if there has been no preceding Settlement Period, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit amount of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) made on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Revolving Loan Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans initial funding), each Revolving Loan Lender shall promptly (and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, in any event not later than 2:00 p.m. (Chicago New York City time)) if the Administrative Agent requests payment from such Lender not later than 12:00 noon (New York City time) on such day) make available to the Administrative Agent in immediately available funds an amount necessary such that, on after giving effect thereto, the Settlement Date applicable outstanding Revolving Loans of such Revolving Loan Lender equals its Pro Rata Share. In the event that such amount is less than such unpaid principal amount, the Administrative Agent shall promptly pay over to each Revolving Loan Lender in immediately available funds an amount necessary such that, after giving effect thereto, the outstanding Revolving Loans of such Revolving Loan Lender equals its Pro Rata Share. Settlements may occur during In addition, if the continuation of Administrative Agent shall so request at any time when a Default or an Event of Default shall have occurred and whether be continuing, or not any other event shall have occurred as a result of which the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available Administrative Agent shall determine that it is desirable to present claims against the Borrowers for repayment, each Revolving Loan Lender shall promptly remit to the Administrative Agent or, as the case may be, the Administrative Agent shall be applied against promptly remit to each Revolving Loan Lender, sufficient funds to adjust the amounts interests of the applicable Swing Line Revolving Loan or Agent Advance andLenders in the then outstanding Revolving Loans to such an extent that, together with after giving effect to such adjustment, each such Revolving Loan Lender’s interest in the portion of such Swing Line Loan or Agent Advance representing the Bank’s then outstanding Revolving Loans will be equal to its Pro Rata Share thereof. The obligations of the Administrative Agent and each Revolving Loan Lender under this Section 9.10(a) shall be absolute and unconditional. Each Revolving Loan Lender shall only be entitled to receive interest on, and Unused Line Fees payable to a Revolving Loan Lender shall constitute be calculated based upon, the Revolving Loans of which have been funded by such Lenders. If Revolving Loan Lender. (b) In the event that any such amount is not transferred Revolving Loan Lender fails to the Agent make any payment required to be made by any Lender on the Settlement Date applicable theretoit pursuant to Section 9.10(a), the Administrative Agent shall be entitled to recover such corresponding amount on demand from such Revolving Loan Lender together with interest thereon thereon, for each day from the date such payment was due until the date such amount is paid to the Administrative Agent, at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date Business Days and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansRate. During the period between Settlement Datesin which such Revolving Loan Lender has not paid such corresponding amount to the Administrative Agent, notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, the Bank with respect to Swing Line Loans, amount so advanced by the Administrative Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent AdvancesBorrowers shall, shall for all purposes hereof, be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make made by the Administrative Agent for its own account. Upon any such failure by a Revolving Loan Lender to pay the Administrative Agent, the Administrative Agent shall promptly thereafter notify the Borrowers of such failure and the Borrowers shall immediately pay such corresponding amount to the Administrative Agent for its own account. Nothing in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 9.10(b) shall be absolute and unconditional and shall not be affected by deemed to relieve any circumstance, including (A) Revolving Loan Lender from its obligation to fulfill its Revolving Loan Commitment hereunder or to prejudice any setoff, counterclaim, recoupment, defense rights that the Administrative Agent or other right that such Lender the Borrowers may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance Revolving Loan Lender as a result of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingdefault by such Revolving Loan Lender hereunder.

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

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

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

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

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

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

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

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

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

Settlement. The obligation to make payments and distributions with respect to DSUs (the “settlement”) shall be satisfied through the issuance of one share of Stock for each vested DSU, and the settlement of the DSUs may be subject to such conditions, restrictions and contingencies as the Committee shall determine. Vested DSUs shall be settled as soon as practicable after the earliest of the Participant’s (i) Each Lender’s funded portion termination of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementservice as a Director, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (ii) The Agent shall request settlement death or (“Settlement”iii) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement Disability (the “Settlement Date”). Each Lender (other than If vested DSUs are settled upon the BankParticipant’s termination of service as a Director, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during will be December 15 (or, if necessary, the continuation next business day) of a Default or an Event the calendar year following the calendar year in which the Participant’s termination occurs, unless the Participant provides advance written notice of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available at least five business days to the Agent Vice President HR – Corporate Compensation and Services specifying an earlier Settlement Date (but no earlier than the termination of service date). The foregoing election shall be applied against only apply if the amounts Participant is not subject to Section 409A of the applicable Swing Line Loan or Agent Advance andInternal Revenue Code (“Section 409A”). For a Participant who is subject to Section 409A, together with if vested DSUs are settled upon the portion Participant’s termination of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereofservice as a Director, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable theretowill be as soon as administratively feasible following the Director’s termination of service. For Participants subject to Code Section 409A, in no event shall settlement occur later than the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at last day of the Federal Funds Effective Rate for the first two (2) days from and after calendar year in which the Settlement Date occurs, or if later, the 15th day of the third month following the Settlement Date. For purposes of this Agreement and thereafter at to the Interest Rate then extent applicable to the Revolving Loans Participant, the term “termination of service” shall be interpreted to comply with Section 409A. To the extent payments are made during the periods permitted under Section 409A (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether including any applicable periods before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing specified payment dates set forth in this Agreement at any time or (D) any other circumstanceSection 2(b)), happening or event whatsoever, whether or the Company shall be deemed to have satisfied its obligations under the Plan and shall be deemed not similar to any be in breach of the foregoingits payment obligations hereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Settlement. (ia) Each Lender’s 's funded portion of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share 's Revolving Commitment Percentage of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBank of America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerCredit Parties) that in order to facilitate the administration of this Agreement and the other Loan Credit Documents, settlement among them as to the Revolving Loans, including the Swing Line Loans and the Agent Advances Non-Ratable Loans, shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“a "Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at the Agent’s 's election, (A) on behalf of the BankBank of America, with respect to each outstanding Swing Line Non-Ratable Loan, (B) for itself, with respect to each Agent Discretionary Over-Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, e-mail, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago Pasadena, California time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBank of America, in the case of Swing Line Loans Non-Ratable Loans, and the Agent in the case of Agent Discretionary Over-Advances) shall transfer the amount of such Lender’s Pro Rata Share 's Revolving Commitment Percentage of the outstanding principal amount of the Swing Line Non-Ratable Loans and Agent Discretionary Over-Advances with respect to each which Settlement is requested to the Agent, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 p.m. (Chicago Pasadena, California time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 4 have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance and, together with the portion of such Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance representing the Bank’s Pro Rata Share Bank of America's Revolving Commitment Percentage thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Adjusted Base Rate then applicable to the Revolving Loans (AY) on behalf of the BankBank of America, with respect to each outstanding Swing Line Non-Ratable Loan, and (BZ) for itself, with respect to each Agent Discretionary Over-Advance. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance equal to such Lender’s Pro Rata Share 's Revolving Commitment Percentage of such Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Non-Ratable Loans or Agent AdvancesDiscretionary Over-Advance, upon demand by Bank of America or the Agent, as applicable, shall pay to Bank of America or the Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share 's Revolving Commitment Percentage of such Swing Line Non-Ratable Loans or Agent AdvancesDiscretionary Over-Advance. If such amount is not in fact made available transferred to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Adjusted Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceRate. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance pursuant to clause (iiiii) abovepreceding, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share 's Revolving Commitment Percentage of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Non-Ratable Loan or Agent Discretionary Over-Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Discretionary Over-Advances are outstanding, the Agent may pay over to the Bank of America any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Bank of America's Revolving Loans (other than to Swing Line Non-Ratable Loans or Agent Advances Discretionary Over-Advance in which such a Lender has not yet funded its purchase of a participation pursuant to clause (iiiii) abovepreceding), as provided for in the previous sentence, the Bank of America shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share Revolving Commitment Percentage of the Revolving Loans. During the period between Settlement Dates, the Bank of America (with respect to Swing Line Non-Ratable Loans), the Agent (with respect to Agent Discretionary Over-Advances), and each Lender (with respect to the Revolving Loans other than Swing Line Non-Ratable Loans and Agent Discretionary Over-Advances), shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBank of America, the Agent Agent, and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of (1) the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans and (2) Floorplan Loans is intended by the Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Floorplan Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bankeach Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, Loans (including the Swing Line Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent in its sole discretion (A1) on behalf of the BankRevolver Swing Lender, with respect to each the outstanding Revolver Swing Line LoanLoans, (B2) on behalf of Floorplan Swing Lender, with respect to the outstanding Floorplan Swing Loans (3) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C4) with respect to collections Borrower’s or its Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Loans (including Swing Loans and Extraordinary Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (w) if the amount of the Revolving Loans (including Revolver Swing Loans and Extraordinary Revolver Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the outstanding principal Revolving Loans (including Revolver Swing Loans and Extraordinary Revolver Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Revolving Loans (including Revolver Swing Loans and Extraordinary Revolver Advances), (x) if the amount of the Revolving Loans (including Revolver Swing Line Loans and Agent Advances with respect to each Extraordinary Revolver Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Revolving Loans (including Revolver Swing Loans, and Extraordinary Revolver Advances) as of a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Pro Rata Share of the Revolving Loans (including Revolver Swing Loans and Extraordinary Revolver Advances), (y) if the amount of the Floorplan Loans (including Floorplan Swing Loans and Extraordinary Floorplan Advances) made by a Lender that is not a Defaulting Lender exceeds such Lender’s Pro Rata Share of the Floorplan Loans (including Floorplan Swing Loans and Extraordinary Floorplan Advances) as of a Default or Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an Event amount such that each such Lender shall, upon receipt of Default such amount, have as of the Settlement Date, its Pro Rata Share of the Floorplan Loans (including Floorplan Swing Loans and whether or not Extraordinary Floorplan Advances), and (z) if the applicable conditions precedent set forth amount of the Floorplan Loans (including Floorplan Swing Loans and Extraordinary Floorplan Advances) made by a Lender is less than such Lender’s Pro Rata Share of the Floorplan Loans (including Floorplan Swing Loans, and Extraordinary Floorplan Advances) as of a Settlement Date, such Lender shall no later than 12:00 p.m. on the Settlement Date transfer in Article 8 immediately available funds to Agent’s Account, an amount such that each such Lender shall, upon transfer of such amount, have then been satisfiedas of the Settlement Date, its Pro Rata Share of the Floorplan Loans (including Floorplan Swing Loans and Extraordinary Floorplan Advances). Such amounts made available to Agent under clauses (x) and (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such LendersExtraordinary Advances. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two Defaulting Lender Rate. (2ii) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to In determining whether a Lender’s balance of the Revolving Loans (Aincluding Revolver Swing Loans and Extraordinary Revolver Advances) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the AgentFloorplan Loans (including Floorplan Swing Loans and Extraordinary Floorplan Advances) is less than, as applicableequal to, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to greater than such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line the Revolving Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or AgentFloorplan Loans, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or a Settlement Date, Agent Advances. If such amount is not in fact made available to the Agent by any Lendershall, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf as part of the Bankrelevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Extraordinary Advances for the account of Agent, or Swing Loans for the account of a Swing Lender, are outstanding, may pay over to the Bank Agent or a Swing Lender, as applicable, any payments or other amounts received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans or the Floorplan Loans, as applicable, for application to the Bank’s applicable Extraordinary Advances or Swing Loans. Between Settlement Dates, Agent, to the extent no Extraordinary Advances or Swing Loans are outstanding, may pay over to a Swing Lender any payments or other amounts received by Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans including or the Floorplan Loans, as applicable, for application to Revolver Swing Line Lender’s Pro Rata Share of the Revolving Loans or Floorplan Swing Lender’s Pro Rata Share of the Floorplan Loans, as applicable. If, as of any Settlement Date, collections payments or other amounts of Borrower or its Subsidiaries received since the then immediately preceding Settlement Date have been applied (A) to Revolver Swing Lender’s Pro Rata Share of the Bank’s Revolving Loans (other than to Revolver Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Revolver Swing Lender shall pay to the Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata 126471205_8 Share of the Revolving Loans, and (B) to Floorplan Swing Lender’s Pro Rata Share of the Floorplan Loans other than to Floorplan Swing Loans, as provided for in the previous sentence, Floorplan Swing Lender shall pay to Agent for the accounts of the Lenders, and Agent shall pay to the Lenders (other than a Defaulting Lender if Agent has implemented the provisions of Section 2.3(g)), to be applied to the outstanding Floorplan Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Floorplan Loans. During the period between Settlement Dates, the Bank Revolver Swing Lender with respect to Revolver Swing Line Loans, the Floorplan Swing Lender with respect to Floorplan Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans and Floorplan Loans other than Swing Line Loans and Agent Extraordinary Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by a Swing Lender, Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.3(e) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s 's funded portion of the Revolving Loans Loan is intended by the Lenders to be equal at all times to such Lender’s 's Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the BankBank of America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Bank of America Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by the Agent’s election, (A1) on behalf of the BankBank of America, with respect to each outstanding Swing Line Bank of America Loan, (B2) for itself, with respect to each Agent Advance, and (C3) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 11:00 a.m. (Chicago Central time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than the BankBank of America, in the case of Swing Line Loans and the Agent in the case Bank of Agent AdvancesAmerica Loans) shall transfer make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Swing Line Bank of America Loans and Agent Advances with respect to each which Settlement is requested available to the Agent, for itself or for the account of Bank of America, in same day funds, to Agent’s accountsuch account of the Agent as the Agent may designate, not later than 2:00 1:30 p.m. (Chicago Central time), on the Settlement Date applicable thereto. Settlements may occur during the continuation , regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Bank of America Loan or Agent Advance and, together with the portion of such Swing Line Bank of America Loan or Agent Advance representing the Bank’s Bank of America's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iiiii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Bank of America Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Bank of America Loan or Agent Advance to the extent of such Lender's Pro Rata Share thereof by paying to the Agent, in same day funds, an amount equal to such Lender’s 's Pro Rata Share of such Swing Line Bank of America Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent AdvancesAdvance. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two three (23) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceLoans. (iviii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Bank of America Loan or Agent Advance pursuant to clause subsection (iiiii) above, the Agent shall promptly distribute to such LenderLender at such address as such Lender may request in writing, such Lender’s 's Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Bank of America Loan or Agent Advance. (viv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank of America Loans are outstanding, may pay over to the Bank of America any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Bank of America's other outstanding Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Bank of America's other outstanding Revolving Loans (other than to Swing Line Bank of America Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Advances, as provided for in the previous sentence, the Bank of America shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank of America with respect to Swing Line Bank of America Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Bank of America Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankBank of America, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Revolver Loans is intended by the Lenders to be equal equal, at all times to times, such Lender▇▇▇▇▇▇’s Pro Rata Percentage Share of the outstanding Revolving Revolver Loans. Notwithstanding such agreementSuch agreement notwithstanding, the Administrative Agent, the BankSwing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Revolver Loans (including Swing Loans, the Swing Line Loans Revolver Overadvances and the Agent Advances Protective Advances) shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent in its sole discretion (A1) on behalf of the BankSwing Lender, with respect to each the outstanding Swing Line LoanLoans, (B2) for itself, with respect to each Agent Advancethe outstanding Revolver Overadvances and Protective Advances, and (C3) with respect to collections any Loan Party’s or any of their Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopyfacsimile, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) 2:00 p.m. on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.01(b)(viii)): (y) if the amount of the Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) made by a Lender that is not a Defaulting Lender exceeds such ▇▇▇▇▇▇’s Percentage Share of the Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Lender (as such Lender may designate), an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Percentage Share of the Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances), and (z) if the amount of the Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) made by a Lender is less than such Lender’s Pro Rata Percentage Share of the outstanding principal amount Revolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) as of the Swing Line Loans and Agent Advances with respect to each a Settlement to the AgentDate, to Agent’s account, not such Lender shall no later than 2:00 12:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to Agent’s Office, an amount such that each such Lender shall, upon transfer of such amount, have as of the continuation Settlement Date, its Percentage Share of a Default or an Event of Default the Revolver Loans (including Swing Loans, Revolver Overadvances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedProtective Advances). Such amounts made available to Administrative Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan Loans, Revolver Overadvances or Agent Advance Protective Advances and, together with the portion of such Swing Line Loan Loans, Revolver Overadvances or Agent Advance Protective Advances representing the BankSwing ▇▇▇▇▇▇’s Pro Rata Percentage Share thereof, shall constitute Revolving Revolver Loans of such Lenders. If any such amount is not transferred made available to the Administrative Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Administrative Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for Defaulting Lender Rate. (ii) In determining whether a ▇▇▇▇▇▇’s balance of the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Revolver Loans (Aincluding Swing Loans, Revolver Overadvances and Protective Advances) on behalf is less than, equal to, or greater than such Lender’s Percentage Share of the BankRevolver Loans (including Swing Loans, Revolver Overadvances and Protective Advances) as of a Settlement Date, Administrative Agent shall, as part of the relevant Settlement, apply to such balance the portion of payments actually received in good funds by Administrative Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by ▇▇▇▇▇▇▇▇▇ and allocable to the Lenders hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Administrative Agent, to the extent no Agent Revolver Overadvances, Protective Advances or Swing Loans are outstanding, may pay over to the Bank Administrative Agent or Swing Lender, as applicable, any payments or other amounts received by the Administrative Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Revolver Loans, for application to the BankRevolver Overadvances, Protective Advances or Swing Loans. Between Settlement Dates, Administrative Agent, to the extent no Revolver Overadvances, Protective Advances or Swing Loans are outstanding, may pay over to Swing Lender any payments or other amounts received by Administrative Agent, that in accordance with the terms of this Agreement would be applied to the reduction of the Revolver Loans, for application to Swing Lender’s Revolving Loans including Swing Line Percentage Share of the Revolver Loans. If, as of any Settlement Date, collections payments or other amounts of the Loan Parties or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Swing Lender’s Percentage Share of the Bank’s Revolving Revolver Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above)Loans, as provided for in the previous sentence, the Bank Swing Lender shall pay to the Administrative Agent for the accounts of the Lenders, and Administrative Agent shall pay to the Lenders (other than a Defaulting Lender if Administrative Agent has implemented the provisions of Section 2.01(b)(viii)), to be applied to the outstanding Revolving Revolver Loans of such Lenders, an amount such that each such Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Percentage Share of the Revolving Revolver Loans. During the period between Settlement Dates, the Bank Swing Lender with respect to Swing Line Loans, the Administrative Agent with respect to Agent Revolver Overadvances and Protective Advances, and each Lender with respect to the Revolving Revolver Loans other than Swing Line Loans Loans, Revolver Overadvances and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by Swing Lender, Administrative Agent, or the BankLenders, the Agent and the other Lendersas applicable. (viiv) Unless Anything in this Section 2.10(b) to the Agent has received written notice from contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent shall be entitled to refrain from remitting settlement amounts to the contraryDefaulting Lender and, instead, shall be entitled to elect to implement the Agent may assume that the applicable conditions precedent provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.01(b)(viii). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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

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

Settlement. (a) As settlement of the Outstanding Indebtedness and the Swap Exposure (if any) by the Borrowers and for the full and final discharge of the Guarantor's liabilities under the Guarantee, the Borrowers and the Guarantor agree on the Closing Date to:- (i) Each Lender’s funded portion apply all cash held in the Accounts towards prepayment of the Revolving Loans is intended by the Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions:voluntary prepayment provisions pursuant to clause 4.2 of the Loan Agreement. All the moneys received pursuant to this Clause 2.1(a)(i) shall be applied in the manner set out in clause 13.1 of the Loan Agreement; and (ii) The Agent shall request settlement (“Settlement”) dispose of the Shares in accordance with the Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, (A) on behalf provisions of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans and Agent Advances with respect to each Settlement to the Agent, to Agent’s account, not later than 2:00 p.m. (Chicago time), on the Settlement Date applicable thereto. Settlements may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance Clause 3; and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iii) Notwithstanding apply the foregoing, not more than one Company Cash and the Agreed Surplus toward the payment or satisfaction of the Deficiency Claim dollar for dollar for each dollar of cash turned over until all the available Company Cash (1) Business Day after demand is made by the Agent (whether before received or held on or after the occurrence of a Default or an Event of Default Closing Date) and regardless of whether the Agreed Surplus have been turned over (although the Agent has requested a Settlement may retain one hundred thousand Dollars ($100,000) in the relevant Operating Account for each Ship to meet operating expenses and other working capital requirements of the Borrowers, it being understood that such amounts shall be counted as applied toward the payment or satisfaction of the Deficiency Claim dollar for dollar). (b) In consideration of the Borrowers' and the Guarantor's agreement to settle in accordance with respect to a Swing Line Loan or Agent AdvanceClause 2.1(a), each and for other Lender (A) good and valuable consideration, the Borrowers shall irrevocably be released from all liability in respect of the Outstanding Indebtedness, the Swap Exposure and unconditionally purchase the Deficiency Claim, and receive the Guarantor shall be released from all liability in respect of its obligations under the Bank or Guarantee and the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent AdvancesDeficiency Claim, upon demand by Bank or Agentthe completion of the settlement transaction and the application of monies as contemplated in Clause 2.1(a), as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, and provided that the Agent shall have received all of the documents referred to in Clause 7 on or prior to the date of this Agreement. Any surplus in the Company Cash or the Agreed Surplus remaining after the payment of the Deficiency Claim in full shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate released and become available funds for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf use of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceGuarantor. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

Settlement. It is agreed that (ix) Each each Dollar Revolver Lender’s funded portion of the Revolving Loans Dollar Revolver Advances is intended by the Dollar Revolver Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansDollar Revolver Advances and (y) each Multicurrency Revolver Lender’s funded portion of the Multicurrency Revolver Advances is intended by the Multicurrency Revolver Lenders to equal, at all times, such Lender’s Pro Rata Share of the outstanding Multicurrency Revolver Advances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Revolver Lenders agree (which agreement shall not be for the benefit of or enforceable by the BorrowerBorrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them Revolver Lenders as to the Revolving Loans, the Swing Line Loans Revolver Advances and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Revolver Lenders on at least a weekly basis, or on a more frequent basis at Agent’s election, if so determined by Agent (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Advance, the outstanding Protective Advances and (C2) with respect to collections the Company’s or its Subsidiaries’ Collections or payments received, in as to each case, by notifying the Revolver Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 3:00 p.m. (Chicago New York time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than ; provided that for purposes of settling any Protective Advance by the BankForeign Borrower, in the case of Swing Line Loans and the Agent in shall give the case applicable Revolver Lenders at least three Business Days prior notice. Such notice of Agent Advances) a Settlement Date shall transfer include a summary statement of the amount of outstanding Revolver Advances and Protective Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (x) if (1) the amount of the Dollar Revolver Advances (including Protective Advances) made by a Dollar Revolver Lender that is not a Defaulting Lender exceeds such Dollar Revolver Lender’s Pro Rata Share of the outstanding principal Dollar Revolver Advances (including Protective Advances) as of a Settlement Date or (2) the amount of the Swing Line Loans and Multicurrency Revolver Advances (including Protective Advances) made by a Multicurrency Revolver Lender that is not a Defaulting Lender exceeds such Multicurrency Revolver Lender’s Pro Rata Share of the Multicurrency Revolver Advances (including Protective Advances) as of a Settlement Date, then Agent Advances shall, by no later than (A) with respect to each Settlement to the Agentamounts denominated in Dollars, to Agent’s account, not later than 2:00 p.m. (Chicago New York time) and (B) with respect to amounts denominated in Euros, 2:00 p.m. (London time), in each case, on the Settlement Date, transfer in immediately available funds to a Deposit Account of such Revolver Lender (as such Revolver Lender may designate), an amount such that each such Revolver Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Dollar Revolver Advances (including Protective Advances) and/or Multicurrency Revolver Advances (including Protective Advances), as the case may be, and (y) if (1) the amount of the Dollar Revolver Advances (including Protective Advances) made by a Dollar Revolver Lender is less than such Dollar Revolver Lender’s Pro Rata Share of the Dollar Revolver Advances (including Protective Advances) as of a Settlement Date or (2) the amount of the Multicurrency Revolver Advances (including Protective Advances) made by a Multicurrency Revolver Lender is less than such Multicurrency Revolver Lender’s Pro Rata Share of the Multicurrency Revolver Advances (including Protective Advances) as of a Settlement Date, such Revolver Lender shall no later than (A) with respect to amounts denominated in Dollars, 2:00 p.m. (New York time) and (B) with respect to amounts denominated in Euros, 2:00 p.m. (London time), in each case, on the Settlement Date applicable thereto. Settlements transfer in immediately available funds to Agent’s Applicable Account, an amount such that each such Revolver Lender shall, upon transfer of such amount, have as of the Settlement Date, its Pro Rata Share of the Dollar Revolver Advances (including Protective Advances) and/or Multicurrency Revolver Advances (including Protective Advances), as the case may occur during the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedbe. Such amounts made available to Agent under clause (y) of the Agent immediately preceding sentence with respect to Protective Advances shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion Protective Advances and shall constitute Revolver Advances of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Revolver Lenders. If any such amount is not transferred made available to the Agent by any Revolver Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Revolver Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Revolver Lender’s balance of the foregoingDollar Revolver Advances (including Protective Advances) or Multicurrency Revolver Advances (including Protective Advances) is less than, not more equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Revolver Lender’s Pro Rata Share of such Swing Line Loan the Dollar Revolver Advances (including Protective Advances) or Agent Advance and Multicurrency Revolver Advances (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent including Protective Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent), as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or a Settlement Date, Agent Advances. If such amount is not in fact made available to the Agent by any Lendershall, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf as part of the Bankrelevant Settlement, apply to such balance the portion of payments actually received in good funds by Agent with respect to each outstanding Swing Line Loanprincipal, interest, fees payable by Borrowers and allocable to Dollar Revolver Lenders or Multicurrency Revolver Lenders, as applicable, hereunder, and (B) for itself, with respect to each Agent Advanceproceeds of Collateral. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Protective Advances are outstanding, may pay over to the Bank Agent any Collections or payments received by the Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Revolving LoansDollar Revolver Advances or Multicurrency Revolver Advances, as applicable, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans Protective Advances that are Dollar Revolver Advances or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving LoansMulticurrency Revolver Advances. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Protective Advances, and each Revolver Lender (subject to the effect of agreements between Agent and individual Revolver Lenders) with respect to the Revolving Loans Revolver Advances other than Swing Line Loans and Agent Protective Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the BankAgent, the Agent and the other or Revolver Lenders, as applicable. (viiv) Unless the Agent has received written notice from a Lender Anything in this Section 2.3(e) to the contrarycontrary notwithstanding, in the event that a Revolver Lender is a Defaulting Lender, Agent may assume that shall be entitled to refrain from remitting settlement amounts to the applicable conditions precedent Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line LoanSection 2.3(g). (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing.

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

Settlement. On a weekly basis (ior more frequently if requested by the Administrative Agent (a “Settlement Date”), the Administrative Agent shall provide each Lender with a statement of the outstanding balance of the Obligations as of the end of the Business Day immediately preceding the Settlement Date (the “Pre-Settlement Determination Date”) Each and the current balance of the Loans funded by such Lender (whether made directly by such Lender to any Borrower or constituting a settlement by such Lender of a previous Disproportionate Advance made by the Administrative Agent on behalf of such Lender to any Borrower). If such statement discloses that such Lender’s funded portion current balance of the Revolving Loans is intended by as of the Lenders to be equal at all times to Pre-Settlement Determination Date exceeds such Lender’s Pro Rata Share of the applicable Obligations outstanding Revolving Loans. Notwithstanding such agreementas of the Pre-Settlement Determination Date, then the Administrative Agent shall, on the Settlement Date, transfer, by wire transfer, the Agent, the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order net amount due to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans and the Agent Advances shall take place on a periodic basis such Lender in accordance with the following provisions: (ii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basissuch Lender’s instructions, or on a more frequent basis at Agentand if such statement discloses that such Lender’s election, (A) on behalf current balance of the Bank, with respect to each outstanding Swing Line Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying Loans as of the Lenders of such requested Pre-Settlement by telecopy, telephone or other similar form of transmission, of such requested Settlement, no later Determination Date is less than 12:00 noon (Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than the Bank, in the case of Swing Line Loans and the Agent in the case of Agent Advances) shall transfer the amount of such Lender’s Pro Rata Share of the applicable Obligations outstanding principal amount as of the Swing Line Loans and Agent Advances with respect to each Pre-Settlement to the AgentDetermination Date, to Agent’s account, not later than 2:00 p.m. (Chicago time)then such Lender shall, on the Settlement Date applicable thereto. Settlements may occur during Date, transfer, by wire transfer the continuation of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfied. Such amounts made available net amount due to the Administrative Agent shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together in accordance with the portion of such Swing Line Loan or Administrative Agent’s instructions. In addition, payments actually received by the Administrative Agent Advance representing the Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect the following items shall be distributed by the Administrative Agent to each Agent Advance.the Lenders as follows: (iiia) Notwithstanding the foregoing, not more than Within one (1) Business Day after demand is made of receipt thereof by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Swing Line Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Swing Line Loans or Agent Advances, upon demand by Bank or Agent, as applicable, shall pay to Bank or Agent, as applicable, as the purchase price of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to interest on the outstanding Revolving Loans of such Lenders, an amount such that shall be paid to each Lender shall, upon receipt of such amount, have, as of such Settlement Date, in proportion to its Pro Rata Share of the Revolving Loans. During Loans in respect of which such interest is being paid, subject to any adjustments for any Disproportionate Advances as provided in Section 2.2.2, so that the period between Settlement Dates, Administrative Agent shall receive interest on the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, Disproportion Advances and each Lender with respect shall only receive interest on the amount of funds actually advanced by such Lender; (b) Within one (1) Business Day of receipt thereof by the Administrative Agent, payments to be applied to the Non-Use Fee as provided in Section 5.1 shall be paid to each Facility A Lender in proportion to its Pro Rata Share of the daily average of the unused amount of the Revolving Loans other than Swing Line Loans and Commitment; and (c) Within one (1) Business Day of receipt thereof by the Administrative Agent, payments to be applied to the letter of credit fee for each Letter of Credit as provided in Section 5.2 shall be paid to each Facility A Lender in proportion to its Pro Rata Share of the undrawn amount of such Letter of Credit. Notwithstanding the foregoing, the Administrative Agent Advancesshall not be obligated to transfer to any Defaulting Lender any payment made by any Borrower to the Administrative Agent, nor shall such Defaulting Lender be entitled to interest at the applicable rate share any interest, fees or rates payable under this Agreement on the actual average daily amount of funds employed other payment hereunder, until payment is made by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a such Defaulting Lender to the contrary, the Administrative Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bank, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth as required in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingAgreement.

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

Settlement. (i) Each It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Agent, the Bank, Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Swing Line Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (iii) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis at if so determined by Agent’s election, (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, (B1) for itself, with respect to each Agent Advance, and (C2) with respect to collections Collections received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 noon 5:00 p.m. (Chicago New York time) on the Business Day immediately prior to the date of such requested Settlement (the date of such requested Settlement being the “Settlement Date”). Each Lender (other than the Bank, in the case Such notice of Swing Line Loans and the Agent in the case a Settlement Date shall include a summary statement of Agent Advances) shall transfer the amount of outstanding Advances and Agent Advances for the period since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.2(c)(iii)): (y) if a Lender’s balance of the Advances and Agent Advances exceeds such Lender’s Pro Rata Share of the outstanding principal amount of the Swing Line Loans Advances and Agent Advances with respect to each as of a Settlement to the AgentDate, to Agent’s accountthen Agent shall, not by no later than 2:00 p.m. (Chicago New York time)) on the Settlement Date, transfer in immediately available funds to the account of such Lender as such Lender may designate, an amount such that each such Lender shall, upon receipt of such amount, have as of the Settlement Date, its Pro Rata Share of the Advances and Agent Advances, and (z) if a Lender’s balance of the Advances and Agent Advances is less than such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, such Lender shall no later than 2:00 p.m. (New York time) on the Settlement Date applicable thereto. Settlements may occur during transfer in immediately available funds to the continuation Agent’s Account, an amount such that each such Lender shall, upon transfer of a Default or an Event such amount, have as of Default the Settlement Date, its Pro Rata Share of the Advances and whether or not the applicable conditions precedent set forth in Article 8 have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the Agent immediately preceding sentence shall be applied against the amounts of the applicable Swing Line Loan or Agent Advance and, together with the portion of such Swing Line Loan or Agent Advance representing the Bank’s Pro Rata Share thereof, and shall constitute Revolving Loans Advances of such Lenders. If any such amount is not transferred made available to the Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Agent shall be entitled to recover for its account such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to the Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent AdvanceDefaulting Lender Rate. (iiiii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances and Agent Advances is less than, not more equal to, or greater than one (1) Business Day after demand is made by the Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether the Agent has requested a Settlement with respect to a Swing Line Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from the Bank or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Swing Line Loan or Agent Advance equal to such Lender’s Pro Rata Share of the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Swing Line Loan or balance the portion of payments actually received in good funds by Agent Advance and (B) if Settlement has not previously occurred with respect to principal, interest, fees payable by Borrower and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Swing Line Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank or Agent, to that Lender as applicable, shall pay to Bank or Agent, as applicable, as the purchase price part of such participation an amount equal to one-hundred percent (100%) of such Lender’s Pro Rata Share of such Swing Line Loans or Agent Advances. If such amount is not in fact made available to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Effective Rate for the first two (2) days from and after such demand and thereafter at the Interest Rate then applicable to Alternate Base Rate Revolving Loans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advancenext Settlement. (iv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Swing Line Loan or Agent Advance pursuant to clause (iii) above, the Agent shall promptly distribute to such Lender, such Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Swing Line Loan or Agent Advance. (v) Between Settlement Dates, the Agent, to the extent no Agent Advances are outstanding, may pay over to the Bank any payments received by the Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Revolving Loans, for application to the Bank’s Revolving Loans including Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to the Bank’s Revolving Loans (other than to Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to clause (iii) above), as provided for in the previous sentence, the Bank shall pay to the Agent for the accounts of the Lenders, to be applied to the outstanding Revolving Loans of such Lenders, an amount such that each Lender shall, upon receipt of such amount, have, as of such Settlement Date, its Pro Rata Share of the Revolving Loans. During the period between Settlement Dates, the Bank with respect to Swing Line Loans, the Agent with respect to Agent Advances, Advances and each Lender with respect to the Revolving Loans Advances other than Swing Line Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed by the Bank, the Agent and the other Lenders. (vi) Unless the Agent has received written notice from a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed Availability on any Funding Date for a Revolving Loan or Swing Line Loan. (vii) Each Lender’s obligation to make a Revolving Loan in accordance with this Section 12.15 and to purchase participation interests in accordance with this Section 12.15 shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right that such Lender may have against the Agent or Bankthe Lenders, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of any Default or Event of Default; (C) any inability of Borrower to satisfy the conditions precedent to borrowing set forth in this Agreement at any time or (D) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoingas applicable.