Common use of Settlement Clause in Contracts

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. 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, Agent, Bank of America Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances and Agent Advances with respect 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 which Settlement is requested available to Agent, to such the account of Agent such Lender as Agent such Lender may designate, not 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 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, and shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, 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 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 Bank of AmericaAgent, Agent and or the other Lenders, as applicable.

Settlement. It is agreed that each (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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable 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 if so determined by at Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding Non-Ratable 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 p.m., noon (New York, New York Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Swing Line Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Swing Line Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent’s account, not later than 3:00 2:00 p.m. (New York, New York Chicago time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Swing Line Loan or Agent Advance and, together with the portion of such Non-Ratable Swing Line Loan or Agent Advance representing Bank of Americathe Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 three two (32) 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 LoansLoans (A) on behalf of the Bank, with respect to each outstanding Swing Line Loan, and (B) for itself, with respect to each Agent Advance. (iiiiv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Swing Line Loan or Agent Advance pursuant to clause (iiiii) precedingabove, 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 Non-Ratable Swing Line Loan or Agent Advance. (ivv) Between Settlement Dates, the Agent, to the extent no Agent Advances 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 Base Rate Revolving Loans, for application to Bank of Americathe Bank’s Base Rate Revolving Loans including Non-Ratable Swing Line Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Bank’s Revolving Loans (other than to Non-Ratable Swing Line Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (iii) above), 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 Non-Ratable Swing Line Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable 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 Bank of Americathe 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 each 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, Bank of America Chase, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe Loan 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 Non-Ratable Loans, Swingline Loans and the Agent Advances Overadvances shall take place on a periodic basis in accordance with the following provisions: (i) as follows. The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by at the Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case’s election, 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 p.m., noon (New York, New York Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Agent, in the case of the Non-Ratable Loans, Swingline Loans and Agent in the case of Agent AdvancesOveradvances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances applicable Loan with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:00 2:00 p.m. (New York, New York Chicago time), on the Settlement Date applicable thereto, which . Settlements may occur before or after the occurrence or during the continuation existence of a Default or an Event of Unmatured Default and whether or not the applicable conditions precedent set forth in Section Six 4.2 have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion Chase’s Pro Rata Share of such Non-Ratable Loan, Swingline Loan or Agent Advance representing Bank of America’s Pro Rata Share thereofOveradvance, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansas specified in Section 2.24. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. It is agreed that each Lender’s funded portion The receipt of immediately available funds by the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America Company in payment for Notes and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: either (i) for Notes represented by a Global Note, the authentication of such Global Note by the Trustee or other relevant authenticating agent or (ii) for Notes represented by a Master Note, the entry of the appropriate entries and/or notations on the schedule to such Master Note by the Trustee evidencing the Supplemental Obligation and, in either case, the delivery of such Notes by the Issuing and Paying Agent (or such other Paying Agent as may be appointed for such Notes) through the facilities of DTC (or such other clearing system as specified in the Global Note and/or the applicable Pricing Supplement), shall request settlement (constitute “Settlement”) with Lenders on at least a weekly basissettlement.” Offerings will be settled within two to five Business Days, or on at such time as the Selling Agent(s) and the Company shall agree and specify in the applicable Pricing Supplement, pursuant to the timetable set forth under “Procedures for Notes Issued in Book Entry Form—Settlement Procedures for DTC Notes in Part II of these Administrative Procedures (each such date fixed for settlement is hereinafter referred to as a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank Unless otherwise agreed, if procedures “A” and “B” in “Procedures for Notes Issued in Book-Entry Form—Settlement Procedures for DTC Notes” below for a particular offer of America Notes are not completed on or before the time set forth in each such section, such offer shall not be settled until the case of Non-Ratable Loans, and Agent in applicable Business Day following the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share completion of the outstanding principal amount of applicable procedures “A” and “B,” or such later date as the Non-Ratable Loans Selling Agent and Agent Advances with respect to which Settlement is requested available to Agentthe Company shall agree. For Notes denominated in U.S. dollars, to such account of Agent as Agent may designate, not later than 3:00 p.m. (Business Day shall mean a business day in New York, New York time)and Charlotte, on North Carolina. These procedures, as well as those described in Part II, may be modified for any purchase of Notes by a Selling Agent as principal, if so agreed among the Settlement Date applicable theretoCompany, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of Selling Agents and the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 LoansPaying Agent. (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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”"SETTLEMENT") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A1) on behalf of Bank of AmericaSwing Lender, with respect to each outstanding Non-Ratable Swing 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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Advances, Swing Loans, and Agent in Advances for the case 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) shall make the amount of Advances exceeds such Lender’s 's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans Advances, Swing Loans, and Agent Advances with respect 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 which Settlement is requested available to Agent, to such the account of Agent such Lender as Agent such Lender may designate, not 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, 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 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent's Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances, Swing Loans, and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Swing Loan or Agent Advance and, together with the portion of such Non-Ratable Swing Loan or Agent Advance representing Bank of America’s Swing Lender's Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 '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 Non-Ratable 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 Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Bank of America Swing Lender any payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank Swing Lender's Pro Rata Share of America’s Base Rate Revolving Loans including Non-Ratable Loansthe Advances. If, as of any Settlement Date, collections Collections received since the then immediately preceding Settlement Date have been applied to Bank Swing Lender's Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America Swing Lender shall pay to 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, 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 Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent and Agent, or the other Lenders, as applicable.

Settlement. It is agreed that each (a) 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, Bank of America the Swingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every week, or on a more frequent basis if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Swingline Lender, with respect to each applicable outstanding Non-Ratable 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 p.m., noon (New York, New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Swingline Lender, in the case of Non-Ratable Loans, applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable applicable Swingline Loans and the applicable Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designatethe Agent’s account, not later than 3:00 2:00 p.m. (New York, New York City time), on the Settlement Date applicable thereto, which may . Settlements shall 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 Section Six Article 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 Non-Ratable Swingline Loan or Agent Advance and, together with the portion of such Non-Ratable Swingline Loan or Agent Advance representing Bank of America’s the 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 made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 Effective Rate, the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (1) on behalf of the Revolving LoansSwingline Lender, with respect to each outstanding Swingline Loan, and (2) for itself, with respect to each applicable Agent Advance. (ii) 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 Non-Ratable an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America the Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Swingline Loans or Agent Advances, upon demand by Bank of America or the Agent, as applicable, shall pay to Bank of America 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 Non-Ratable 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 three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iii) 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 Non-Ratable applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) precedingabove, 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 Non-Ratable Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to Bank of America the 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 Base Rate Revolving applicable Loans, for application to Bank of Americathe Swingline Lender’s Base Rate Revolving Loans including Non-Ratable applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Swingline Lender’s Revolving Loans (other than to Non-Ratable applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) above), as provided for in the previous sentence, Bank of America the 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, Bank of America the Swingline Lender with respect to Non-Ratable applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Non-Ratable 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 Bank of America, the Agent and the other Lenders, respectively. (v) Unless the Agent has received written notice from the Required Lenders to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article IX have been satisfied.

Settlement. 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, Agent, Bank of America Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 p.m., noon 1:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances and Agent Advances with respect 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 which Settlement is requested available to Agent, to such the account of Agent such Lender as Agent such Lender may designate, not 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 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent's Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such LendersAdvance. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank apply to such balance the portion of America with respect to Non-Ratable Loans, 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 Non-Ratable 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 Bank of America, Agent and the other Lenderssuch next Settlement.

Settlement. It is agreed that 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, Agent, Bank of America and the other Lenders Administrative Agent agree (which agreement shall is solely among them, and not be for the benefit of or enforceable by Borrowersthe Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as with respect to the Revolving Swing Line Loans, the Non-Ratable Protective Advances and other Loans and the Agent Advances shall may take place on a periodic basis date determined from time to time by the Administrative Agent, which shall occur at least weekly. On each settlement date, settlement shall be made with each Lender in accordance with the following provisions: (i) Settlement Report delivered by the Administrative Agent shall request to the Lenders. Between settlement (“Settlement”) dates, the Administrative Agent may in its discretion apply payments on Loans to Swing Line Loans or Protective Advances, regardless of any designation by Borrower or any provision herein to the contrary. Each Lender’s obligation to make settlements with Lenders on at least a weekly basisthe Administrative Agent is absolute and unconditional, or on a more frequent basis if so determined by Agentwithout offset, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying Lenders of such requested Settlement by telecopy, telephone counterclaim or other similar form of transmissiondefense, of such requested Settlement, no later than 12:00 p.m., noon (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Commitments have terminated, an Overadvance exists or the conditions precedent set forth in Section Six have then been 4.02 are satisfied. Such amounts made available If, due to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Insolvency Proceeding with respect to a Non-Ratable 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 Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and a risk participation in such Non-Ratable each unpaid Swing Line Loan or Agent and in each unpaid Protective 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 Bank of America or Agent, as applicable, shall pay to Bank of America or Agent, as applicable, as the purchase price of such participation in an amount equal to one hundred percent (100%) the product of such Lender’s Pro Rata Share Applicable Percentage times the amount of each such Swing Line Loan and each such Protective Advance and shall transfer the amount of such Non-Ratable Loans or Agent Advances. If such amount is not participation to the Administrative Agent, in fact made immediately available to Agent by any Lenderfunds, Agent shall 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 such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and within one Business Day after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute to such Lender, such LenderAdministrative Agent’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms request therefore. The provisions of this Agreement would be applied to Section 2.19 shall not limit the reduction rights of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since Swing Line Lender or the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to Agent for the accounts obligations of the Lenders, to be applied to Lenders or 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall be entitled to interest at the applicable rate or rates payable Borrower under this Agreement on the actual average daily amount of funds employed by Bank of America, Agent and the other LendersSection 2.04.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such LenderL▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America W▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of AmericaW▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America W▇▇▇▇ Fargo in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such LenderL▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of AmericaW▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of AmericaW▇▇▇▇ 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 Bank of America 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 Bank of America W▇▇▇▇ Fargo or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America W▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of AmericaW▇▇▇▇ Fargo’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of AmericaW▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph Section 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America W▇▇▇▇ Fargo shall pay to 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, Bank of America W▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of AmericaWells Fargo, Agent and the other Lenders.

Settlement. It is agreed that each (a) 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, Bank of America the Non-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 Borrowersthe Borrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loansany Advance, including the 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. (ib) The Agent shall request settlement (a “Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Non-Ratable Lender, with respect to each outstanding 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 p.m., noon 12:30 p.m. (New York, New York Chicago time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Non-Ratable Lender, in the case of the Non-Ratable Loans, and the Agent in the case of Agent the Collateral Protection Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent applicable Advances with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:00 2:30 p.m. (New York, New York Chicago time), on the Settlement Date applicable thereto, which . Settlements may occur before or after the occurrence or during the continuation existence of a Default or an Event of Unmatured Default and whether or not the applicable conditions precedent set forth in Section Six Article IV have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Collateral Protection Advance and, together with the portion of such Non-Ratable Loan or Agent Collateral Protection Advance representing Bank of Americathe Non-Ratable Lenders or the Agent’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 Alternate Base Rate for the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable Floating Rate (1) on behalf of the Non-Ratable Lender with respect to the Revolving Loanseach outstanding Non-Ratable Loan and (2) for itself with respect to each Collateral Protection Advance. (iic) 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 Non-Ratable Loan or Agent Collateral Protection Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America the Non-Ratable Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Collateral Protection Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance Collateral Protection Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Collateral Protection Advances, upon demand by Bank of America the Agent or Agentthe Non-Ratable Lender, as applicable, shall pay to Bank of America 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 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 Alternate Base Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansFloating Rate. (iiid) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Collateral Protection Advance pursuant to clause (ii) precedingSection 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 Non-Ratable Loan or Agent Collateral Protection Advance. (ive) Between Settlement Dates, Agent, to the extent no Agent Collateral Protection Advances are outstanding, the Agent may pay over to Bank of America the 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 Base Rate Revolving Loans, for application to Bank of Americathe Non-Ratable Lender’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Non-Ratable Lender’s Revolving Loans (other than to Non-Ratable Loans or Agent Collateral Protection Advances in which such a Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) aboveSection 2.11.2(c)), as provided for in the previous sentence, Bank of America the 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, Bank of America the Non-Ratable Lender with respect to Non-Ratable Loans, the Agent with respect to Agent Collateral Protection Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe Non-Ratable Lender, Agent the Agent, and the other Lenders.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A1) on behalf of Bank of AmericaSwing Lender, with respect to each outstanding Non-Ratable Swing 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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Advances, Swing Loans, and Agent in Advances for the case 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) shall make the amount of Advances exceeds such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans Advances, Swing Loans, and Agent Advances with respect 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 which Settlement is requested available to Agent, to such the account of Agent such Lender as Agent such Lender may designate, not 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, 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 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances, Swing Loans, and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Swing Loan or Agent Advance and, together with the portion of such Non-Ratable Swing Loan or Agent Advance representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances, Swing Loans, and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Bank of America Swing Lender any payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank Swing Lender’s Pro Rata Share of America’s Base Rate Revolving Loans including Non-Ratable Loansthe Advances. If, as of any Settlement Date, collections proceeds of Collections received since the then immediately preceding Settlement Date have been applied to Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America Swing Lender shall pay to 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, 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 Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent and Agent, or the other Lenders, as applicable.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances (including Swing 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 which (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances (including Swing Loans, Overadvances, and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrower and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any Collections or payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank the Protective 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 Americathis Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Base Rate Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans Advances other than Non-Ratable Loans Swing 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 Bank Swing Lender, Agent, or the Lenders, as applicable. Confidential treatment is being requested for portions of Americathis document. This copy of the 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 Exchange Commission. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. It is agreed that each (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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by the Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the 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 if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding 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 11:00 a.m. (New York, New York Los Angeles time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent’s account, not later than 3:00 1:00 p.m. (New York, New York Los Angeles time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of Americathe Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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. Loans (iiA) Notwithstanding on behalf of the foregoingBank, 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 each outstanding Non-Ratable Loan or Agent Advance)Loan, each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America 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 for itself, with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or each Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. It is agreed 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, Agent, Bank of America Administrative Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Non-Ratable Loans and the Agent Advances (including any Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Administrative Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, basis (or on a more frequent basis if so determined by Agent, (AAdministrative Agent in its sole discretion) on behalf of Bank of America, with respect to each outstanding 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 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 p.m., noon (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans and Extraordinary Advances as of a Settlement Date, then Administrative Agent Advances with respect to which Settlement is requested available to Agentshall, to such account of Agent as Agent may designate, not by no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretoDate, which may occur before or after the occurrence or during the continuation of transfer in immediately available funds to a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion Deposit Account of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 as 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 Advancemay designate), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Administrative Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable 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 Bank of AmericaAdministrative Agent or such Lender, as applicable. (iv) Anything in this Section 2.09(a) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.11.

Settlement. 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, Bank of America the Floorplan Funding Agent, Swingline Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Non-Ratable Loans Swingline Loans, and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (ia) 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 if so determined by the Administrative Agent or the Floorplan Funding Agent Floorplan Funding Agent, as applicable, (A1) on behalf of Bank of AmericaSwingline Lender, with respect to each the outstanding Non-Ratable 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 p.m., noon 1:00 p.m. of such requested Settlement (New York, New York time) on the date of such requested Settlement (being the “Settlement Date”). Each Lender (other than Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable 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 which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied“Determination Date”). Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Subject to the Revolving Loans. terms and conditions contained herein (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 Advanceincluding Section 2.27), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.):

Settlement. It is agreed that each (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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 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 if so determined by at Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding 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 (New York, New York Los Angeles time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent’s account, not later than 3:00 2:00 p.m. (New York, New York Los Angeles time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of Americathe Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 (A) on behalf of the Bank, with respect to each outstanding 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. (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 Non-Ratable 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 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iiiiv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) precedingabove, 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 Non-Ratable Loan or Agent Advance. (ivv) Between Settlement Dates, the Agent, to the extent no Agent Advances 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 Base Rate Revolving Loans, for application to Bank of Americathe Bank’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (iii) above), 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 Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe 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 Non-Ratable Loan.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America ▇▇▇▇▇ Fargo in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender▇▇▇▇▇▇’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America▇▇▇▇▇ 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 Bank of America ▇▇▇▇▇ 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 Bank of America ▇▇▇▇▇ Fargo or Agent, as applicable, shall pay to Bank of America ▇▇▇▇▇ 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America ▇▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America▇▇▇▇▇ Fargo’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America▇▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph Section 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America ▇▇▇▇▇ Fargo shall pay to 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, Bank of America ▇▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of AmericaWells Fargo, Agent and the other Lenders.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America ▇▇▇▇▇ Fargo and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America▇▇▇▇▇ Fargo, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America ▇▇▇▇▇ Fargo in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America▇▇▇▇▇ Fargo’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America▇▇▇▇▇ 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 Bank of America ▇▇▇▇▇ 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 Bank of America ▇▇▇▇▇ Fargo or Agent, as applicable, shall pay to Bank of America ▇▇▇▇▇ 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America ▇▇▇▇▇ Fargo any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America▇▇▇▇▇ Fargo’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America▇▇▇▇▇ Fargo’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph Section 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America ▇▇▇▇▇ Fargo shall pay to 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, Bank of America ▇▇▇▇▇ Fargo with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America▇▇▇▇▇ Fargo, Agent and the other Lenders.

Settlement. It is agreed that each Lender’s funded portion (a) The settlement of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of Redemptions, the outstanding Revolving Loans. Notwithstanding such agreementConversion, Agent, Bank of America and the other Lenders agree Offering (which agreement shall not be for as defined below) (the benefit of or enforceable by Borrowers“Settlement”) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis the “Closing Date” as defined in the Underwriting Agreement, or at such other place or date as the Holders and the Company, may agree upon, such time and date of the Redemption and the closing of the Offering being herein referred to as the “Settlement Date.” (b) Subject to the terms and conditions set forth herein, on the Settlement Date, substantially contemporaneously, (i) each Holder shall surrender its Note to the Company for redemption and cancellation in accordance with Section 2.05 of each Note (and such cancellation shall promptly be effected), and (ii) the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by AgentCompany shall, (A) by wire transfer of immediately available funds to the accounts specified by each Holder on behalf Schedule 1 hereto, cause the applicable portion of Bank of America, with respect the Aggregate Exchange Cash Consideration and Aggregate Accrued Interest Amount set forth opposite such Holder’s name on Schedule 1 hereto to be delivered to each outstanding Non-Ratable Loan, Holder and (B) for itselfissue and deliver, or cause its transfer agent to issue and deliver, the applicable number of Class A Shares set forth opposite each Holder’s name on Schedule 1 to the Holder or its designee. (c) Each Holder hereby acknowledges and agrees with the Company that, effective upon the Settlement on the Settlement Date, the Company shall have satisfied in full all of its obligations to such Holder under such Holder’s Note and the Note Purchase Agreement (including in respect of the Make Whole Amount) and all other obligations under such Holder’s Note, other than (i) obligations of the Company under such ▇▇▇▇▇▇’s Note that pursuant to each Agent Advance, Section 8.04 of the Holder’s Note survive and (Cii) with respect to collections receivedobligations of the Company under Section 7.3, Section 9.2(a)(ii) and Section 9.2(b) of the Note Purchase Agreement, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) which shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which survive until fully performed in accordance with the terms of this Agreement would be applied terms, and subject to the reduction of the Base Rate Revolving Loanslimitations, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lendersset forth therein.

Settlement. 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, Agent, Bank of America the Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) 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 Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 p.m., noon 1:00 p.m. (New York, New York California time) on the Business Date immediately preceding the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Advances, Agent Loans, and Agent in Advances for the case of Agent Advances) shall make 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 Non-Ratable Loans Advances, Agent Loans, and Agent Advances with respect as of a Settlement Date, then Agent shall by no later than 1:00 p.m (California time) on the Settlement Date transfer in same day funds to which the account of such Lender as 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, Agent Loans, and Agent Advances; and (z) if a Lender's balance of the Advances, Agent Loans, and Agent Advances is requested available to Agentless than such Lender's Pro Rata Share of the Advances, Agent Loans, and Agent Advances as of a 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, not later than 3:00 p.m. (New Yorkan amount such that each such Lender shall, New York time)upon transfer of such amount, on have as of the Settlement Date applicable theretoDate, which may occur before or after its Pro Rata Share of the occurrence or during the continuation of a Default or an Event of Default Advances, Agent Loans, and whether or not the applicable conditions precedent set forth in Section Six 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 Non-Ratable Agent Loan or Agent Advance and, together with the portion of such Non-Ratable Agent Loan or Agent Advance representing Bank of America’s Foothill's Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not 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 (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lenders Rate. (ii) Notwithstanding In determining whether a Lender's balance of the foregoingAdvances, not more Agent Loans, and Agent Advances is less than, equal to, or greater 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 Bank of America 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 '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 Non-Ratable Loan or balance the portion of payments actually received 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 Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America or Agent, as applicable, as the purchase price part of such participation an amount equal Settlement; provided, however, that the closing fee payable by Borrower under Section 2.12(a) shall be distributed to one hundred percent (100%) the Lenders within three Business Days following the Closing Date without regard to the netting of such Lender’s Pro Rata Share of such Non-Ratable Loans amounts owing to or Agent Advances. If such amount is not in fact made available to Agent owed by any Lender, Agent shall 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 such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansas part of a Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Agent Loans are outstanding, may pay over to Bank of America 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 Base Rate Revolving LoansAdvances, for application to Bank Foothill's Pro Rata Share of America’s Base Rate Revolving Loans including Non-Ratable Loansthe Advances. If, as of any Settlement Date, collections Collections received since the then immediately preceding Settlement Date have been applied to Bank Foothill's Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Agent Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Advances, as provided for in the previous sentence, Bank of America 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, Bank of America with respect to Non-Ratable Loans, the Agent with respect to Agent Loans and Agent Advances, and each Lender with respect to the Revolving Loans Advances other than Non-Ratable 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 Bank of Americathe Agent or the Lenders, Agent and the other Lendersas applicable.

Settlement. It is agreed that each (a) 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, Bank of America the Bank, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by the applicable 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 Non-Ratable applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (i) 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 if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each applicable outstanding Non-Ratable 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 p.m., noon (New YorkYork City time, New York timeas applicable) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable applicable Swingline Loans and the applicable Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designatethe Agent’s account, not later than 3:00 2:00 p.m. (New York, New York City time), on the Settlement Date applicable thereto, which may . Settlements shall 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 Section Six Article IX have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Swingline Loan or Agent Advance and, together with the portion of such Non-Ratable Swingline Loan or Agent Advance representing Bank of Americathe 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 made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 Base Rate Loans (A) on behalf of the Revolving LoansBank, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (ii) 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 Non-Ratable an applicable Swingline Loan or applicable 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 Non-Ratable Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Swingline Loans or Agent Advances, upon demand by the Bank of America or the Agent, as applicable, shall pay to the Bank of America 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 Non-Ratable 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) 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 Non-Ratable applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) precedingabove, 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 Non-Ratable Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances 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 Base Rate Revolving applicable Loans, for application to Bank of Americathe Bank’s Base Rate Revolving Loans including Non-Ratable applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Bank’s Revolving Loans (other than to Non-Ratable applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) above), 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 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 of America with respect to Non-Ratable applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Non-Ratable 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 Bank of Americathe Bank, the Agent and the other Lenders. (v) 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 IX have been satisfied.

Settlement. 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, Bank of America BABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A1) on behalf of Bank of AmericaBABC, with respect to each outstanding Non-Ratable 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 p.m., noon 1:00 p.m. (New York, New York time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank of America BABC, in the case of Non-Ratable BABC Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Non-Ratable BABC Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable BABC Loan or Agent Advance and, together with the portion of such Non-Ratable BABC Loan or Agent Advance representing Bank of America’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 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 Non-Ratable BABC Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable 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 Non-Ratable BABC 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable BABC Loan or Agent Advance pursuant to clause subsection (ii) precedingabove, 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 Non-Ratable BABC Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to Bank of America BABC any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate BABC's other outstanding Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s BABC's other outstanding Revolving Loans (other than to Non-Ratable BABC Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Advances, as provided for in the previous sentence, Bank of America 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, Bank of America BABC with respect to Non-Ratable BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable 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 Bank of AmericaBABC, the Agent and the other Lenders.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Non-Ratable Swing Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent in its sole discretion (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon (New York, New York 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 Such notice of a Settlement Date shall include a summary statement of 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 (other than Bank including Section 2.3(g)): (y) if the amount of America in the case of Non-Ratable Revolving Loans (including Swing Loans, and Agent in the case of Agent Extraordinary Advances) shall make the amount of 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 Non-Ratable Revolving Loans (including Swing Loans, and Agent Advances with respect to which 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 is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereofExtraordinary Advances, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans (including Swing Loans and Extraordinary Advances) is less than, not more equal to, or greater than one (1) Business Day after demand is made by 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 Bank of America 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 the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, 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 Bank of America Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. 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, Bank of America BABC, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersany 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 Non-Ratable BABC Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A1) on behalf of Bank of AmericaBABC, with respect to each outstanding Non-Ratable 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 p.m., noon (New York, New York City time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank of America BABC, in the case of Non-Ratable BABC Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Non-Ratable BABC Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of BABC, in same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. (New York, New York City time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six ARTICLE 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable BABC Loan or Agent Advance and, together with the portion of such Non-Ratable BABC Loan or Agent Advance representing Bank of America’s BABC's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 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 Non-Ratable BABC Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America BABC or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable 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 Non-Ratable BABC 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable BABC Loan or Agent Advance pursuant to clause subsection (ii) precedingabove, 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 Non-Ratable BABC Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or BABC Loans are outstanding, may pay over to Bank of America BABC any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate BABC's other outstanding Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s BABC's other outstanding Revolving Loans (other than to Non-Ratable BABC Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Advances, as provided for in the previous sentence, Bank of America 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, Bank of America BABC with respect to Non-Ratable BABC Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable 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 Bank of AmericaBABC, the Agent and the other Lenders.

Settlement. It is agreed that each Lenderapplicable ▇▇▇▇▇▇’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, Agent, Bank of America Swing Lender, and the other Lenders with a Revolver Commitment agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Advances, the Swing Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) 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 if so determined by Agent, Agent (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon 4:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Advances (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement Date, then Agent shall, 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 Non-Ratable Loans Advances (including Swing Loans, Overadvances, and Agent Protective Advances) made by a Lender with a Revolver Commitment is less than such ▇▇▇▇▇▇’s Pro Rata Share of the Advances with respect to which (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 2:00 p.m. (New York, New York Chicago time), ) on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances (including Swing Loans, Overadvances, and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances representing Bank of AmericaSwing ▇▇▇▇▇▇’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender with a Revolver Commitment on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a ▇▇▇▇▇▇’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 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 Bank of America 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 the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the applicable Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any Collections or payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank the Protective 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 Americathis Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Base Rate Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America Swing Lender shall pay to 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, 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 Non-Ratable Loans Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders with a Revolver Commitment, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. It 6.1 Unless otherwise specified in the applicable Placement Notice, settlement for sales of Placement Shares will occur on the second (2nd) Trading Day on the 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 agreed that each Lender’s funded portion of by the Revolving Loans is intended by 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, Agent, Bank of America and the other Lenders agree (which agreement shall not be industry practice for the benefit of or enforceable by Borrowersregular-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 Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of on which such requested Settlement sales are made (the each a “Settlement Date”). Each Lender (other than Bank of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the The amount of such Lender’s Pro Rata Share proceeds to be delivered to the Corporation on a Settlement Date against the receipt of the outstanding principal amount of Placement Shares sold (“Net Proceeds”) will be equal to the Non-Ratable Loans and Agent Advances with respect aggregate sales price at which such Placement Shares were sold, after deduction for the commission or other compensation for such sales payable by the Corporation to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Agent pursuant to Section Six have then been satisfied. Such amounts made available to 3.2 hereof. 6.2 On each Settlement Date, the Corporation will, or will cause its transfer agent to, electronically transfer the Placement Shares being sold by crediting the applicable Agent’s account or its designee’s account (provided that the applicable Agent shall be applied against have given the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion Corporation written notice of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 designee 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 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 Agent (whether before or after the occurrence such other means 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 Bank of America or the Agent, delivery 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, may be mutually agreed upon demand by Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, its Pro Rata Share of deliver the Revolving Loans. During related Net Proceeds in same day funds to an account designated by the period between Settlement Dates, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect Corporation prior to the Revolving Loans Settlement Date. If the Corporation defaults in its obligation to deliver Placement Shares on a Settlement Date, the Corporation agrees that in addition to and in no way limiting the rights and obligations set forth in Article 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 than Non-Ratable Loans and compensation to which such Agent Advanceswould otherwise have been entitled absent such default; provided, however, that without limiting Article XII herein, the Corporation shall not be entitled obligated to interest at pay to the applicable rate Agent any commission, discount or rates payable under this Agreement other compensation on any Placement Shares that it is not possible to settle due to: (i) a suspension or material limitation in trading in securities generally on the actual average daily amount NYSE or the TSX; (ii) a material disruption in securities settlement or clearance services in the United States or Canada; or (iii) failure by an Agent to comply with its obligations under the terms of funds employed by Bank of America, Agent and the other Lendersthis Agreement.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Non-Ratable Loans Overadvances and the Agent Advances Protective Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Revolving Loans (including Swing 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 which Protective Advances) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account or Agent’s Canadian Account, which may occur before or after as applicable, an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans, Overadvances and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (B) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans, Overadvances or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans, Overadvances or Agent Advance Protective Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Revolving Loans, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Protective Advances or Swing Loans are outstanding, may pay over to Bank Agent or Swing Lender or the Canadian Lender that is an Affiliate of America Agent, as applicable, any Collections or payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Protective 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.2(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to act in accordance with Section 2.13.

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersany 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 Non-Ratable Loans Swing Loans, and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Revolving Loans, Swing Loans, and Agent in Extraordinary Advances for the case of Agent Advancesperiod since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) shall make 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 Non-Ratable Revolving Loans (including Swing Loans and Agent Advances with respect to which 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 is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances and, together with the portion of such Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Revolving Loans, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. It is agreed that each (a) 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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersany 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 Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding 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.1:30 p.m. (Houston, noon (New York, New York Texas time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent’s account, not later than 3:00 3:30 p.m. (New YorkHouston, New York Texas time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of Americathe Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 LoansLoans (A) on behalf of the Bank, with respect to each outstanding 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. (ii) 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 Non-Ratable 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 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) precedingabove, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances 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 Base Rate Revolving Loans, for application to Bank of Americathe Bank’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) above), 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 Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe Bank, Agent the Agent, and the other Lenders, respectively. (v) 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 Non-Ratable Loan.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans Advances is intended by 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, Agent, Bank of America Agent and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans Advances and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon 5:00 p.m. (New York, 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances and Agent Advances with respect as of a Settlement Date, then Agent shall, by no later than 2:00 p.m. (New York time) on the Settlement Date, transfer in immediately available funds to which Settlement is requested available to Agent, to such the account of Agent such Lender as Agent such Lender may designate, not 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 3:00 2:00 p.m. (New York, New York time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, and shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances and Agent Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, Advances and each Lender with respect to the Revolving Loans Advances other than 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 Bank of AmericaAgent or Lenders, Agent and the other Lendersas applicable.

Settlement. 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, AgentAgents, Bank of America Swing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Each Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, any Agent (A1) on behalf of Bank of Americathe applicable Swing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans 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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances (including Swing Loans, Overadvances, and Agent Protective Advances) to the applicable Borrower(s) made by a Lender is less than such Lender’s Pro Rata Share of the Advances with respect (including Swing Loans, Overadvances, and Protective Advances) made to which the applicable Borrower(s) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable thereto, which may occur before or after the occurrence or 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 Section Six 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 Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances representing Bank of Americathe applicable Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not 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 (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances, Swing Loans, Overadvances, and Protective Advances to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank the applicable Borrower(s) and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, US Agent, to the extent no Agent Advances US Protective Advances, US Overadvances, or US Swing Loans are outstanding, may pay over to Bank of America US Agent or US Swing Lender, as applicable, any Collections or payments received by US Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansUS Advances, for application to Bank the US 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 Americathis Agreement would be applied to the reduction of the US Advances, for application to US Swing Lender’s Base Rate Revolving Loans including Non-Ratable 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 Bank US Swing Lender’s Pro Rata Share of America’s Revolving Loans (the US Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)US Swing Loans, as provided for in the previous sentence, Bank of America US Swing Lender shall pay to 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, Bank of America US Swing Lender with respect to Non-Ratable US Swing Loans, 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 Non-Ratable Loans US Swing 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 Bank US Swing Lender, US Agent, or the Lenders, 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 Americathis 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. (iv) Anything in this Section 2.3(e) to the 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 Defaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent (A) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Loans Advances (including Swing 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 which (including Swing Loans, Overadvances, and Protective Advances) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances (including Swing Loans, Overadvances and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans, Overadvances, or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans, Overadvances or Agent Advance Protective Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 the Advances, Swing Loans, Overadvances, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrower and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances Protective Advances, Overadvances, or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any Collections or payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank the Protective 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 Americathis Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Base Rate Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent AdvancesProtective Advances and Overadvances, and each Lender with respect to the Revolving Loans Advances other than Non-Ratable Loans Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. 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, Administrative Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) 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 Non-Ratable Loans Swing Loans, and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Administrative Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by AgentAdministrative Agent in its sole discretion or, with respect to Protective Advances, as requested by the applicable Co-Collateral Agent (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Revolving Loans, Swing Loans, and Agent in Extraordinary Advances for the case of Agent Advancesperiod since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.3(g)): (y) shall make 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 Non-Ratable Revolving Loans (including Swing Loans and Agent Advances with respect to which 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 is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to Administrative Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedExtraordinary Advances). Such amounts made available to Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances and, together with the portion of such Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Administrative Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) 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 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 Bank of America 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 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 Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) 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 Bank of America Administrative Agent, Co-Collateral Agents or Swing Lender, as applicable, any payments or other amounts received by Administrative Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America Swing Lender shall pay to 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, 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 Non-Ratable Swing 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 Bank of AmericaSwing Lender, Administrative Agent, Co-Collateral Agents, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Administrative Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to The RSUs shall be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America and the other Lenders agree settled (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans extent outstanding and the Agent Advances shall take place on a periodic basis vested as of each applicable settlement date) in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) eight equal increments on the date last business day of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), each calendar quarter beginning on the Settlement Date applicable theretoinitial settlement date, 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 Section Six have then been satisfiedDecember 31, 2024. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 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) a Change of Control (as defined below) and (ii) a Protected Termination. At the election of the Company or the Executive prior to each settlement date, the RSUs shall be “net settled” and the Company shall retain such number of shares for sale on behalf of the Executive at a price equal to the fair market value of the shares on the settlement date as will be sufficient for the payment of 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 “Exchange Act”), and the rules and regulations thereunder. 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 one 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 (1other than the Company, any subsidiary of the Company, or any trustee or other fiduciary holding securities under an employee benefit plan of the Company), (ii) Business Day after demand is made by Agent (whether before 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 occurrence of a Default consolidation or an Event of Default and regardless of whether Agent has requested a Settlement with respect to a Non-Ratable Loan or Agent Advancemerger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act), each other Lender directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (Aor of its ultimate parent corporation, if any) shall irrevocably and unconditionally purchase and receive from Bank in substantially the same proportion as their ownership of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal Company immediately prior to such Lender’s Pro Rata Share of such Non-Ratable Loan merger or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans consolidation, or Agent Advances, upon demand by Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the datesale or other disposition of all, if anyor 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, on other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least 50% of the combined voting power of the voting securities of which any Lender purchases an undivided interest and participation are owned directly or indirectly by shareholders of the Company, immediately prior to the sale or disposition, in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, Agent shall promptly distribute substantially the same proportion as their ownership of the Company immediately prior 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 Non-Ratable Loan sale or Agent Advancedisposition. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. (A) Notwithstanding such agreement, Agent, Bank of America and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as any provisions herein to the Revolving Loanscontrary, a Warrantholder that elects to exercise a Warrant shall elect to either (i) pay the Non-Ratable Loans and applicable Exercise Price in respect of such Warrant to the Agent Advances shall take place on Company (“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 applicable box in the relevant Exercise Notice or, in respect of a periodic basis Global Warrant, otherwise in accordance with the following provisions: applicable procedures of the Depositary; provided that a Physical Settlement election shall be invalid (iand Net Settlement shall apply) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basisif, or on a more frequent basis if so determined by Agent, (A) on behalf as of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying 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 (New York, New York time) on the date of such requested Settlement (Exercise Notice, the “Settlement Date”). Each Lender (other than Bank Confirmation Order does not provide that Section 1145 of America in Title 11, U.S. Code, as amended, is applicable to the case Warrants and the shares of Non-Ratable Loans, and Agent in Common Stock underlying the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, not later than 3:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, 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 Section Six have then been satisfied. Such amounts made available to Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 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 Warrant so exercised equal to the Revolving LoansWarrant Share Number. (iiC) Notwithstanding In 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 event that Net Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank any exercise of America any payments received Warrants evidenced by 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 Base Rate Revolving Loans, for application to Bank Determination Date); A = the Fair Market Value of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, 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 Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America . The Company shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advancesmake all calculations under this Section 4, and each Lender with respect the Warrant Agent shall have no duty or obligation to verify or confirm the Revolving Loans other than 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 Bank of America, Agent and the other LendersCompany’s calculations.

Settlement. It is agreed that each Revolving Loan Lender’s funded portion of the Revolving Loans Advances is intended by the Revolving Loan Lenders to be equal equal, at all times to times, such Revolving Loan Lender’s Pro Rata Share of the outstanding Revolving LoansAdvances. Notwithstanding such agreementSuch agreement notwithstanding, the Administrative Agent, Bank of America the Swing Lender, and the other Revolving Loan Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Swing Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (“Settlement”) with the Revolving Loan Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of Bank of Americathe Swing Lender, with respect to each outstanding Non-Ratable Swing Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections Collections received, in as to each case, by notifying the Revolving Loan Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable 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 2.2(d)(iii)): (y) if a Revolving Loan Lender’s balance of the Advances, Swing Loans, and Agent Advances exceeds such Revolving Loan Lender’s Pro Rata Share of the Advances, Swing Loans, and Agent Advances as of a Settlement Date, then the Administrative Agent shall, by no later than 12:00 Noon (California time) on the Settlement Date, transfer in immediately available funds to the case account of such Revolving Loan Lender as such Revolving Loan Lender may designate, an amount such that each such Revolving Loan 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) shall make if a Revolving Loan Lender’s balance of the amount of Advances, Swing Loans, and Agent Advances is less than such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans Advances, Swing Loans, and Agent Advances with respect to which as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Revolving Loan Lender shall no later than 3:00 p.m. (New York, New York time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Payment Office, which may occur before or after an amount such that each such Revolving Loan Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances, Swing Loans, and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedAgent Advances. Such amounts made available to the Administrative Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Swing Loan or Agent Advance and, together with the portion of such Non-Ratable Swing Loan or Agent Advance representing Bank of Americathe Swing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Revolving Loan Lenders. If any such amount is not made available to the Administrative Agent by any Revolving Loan Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Administrative Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account such amount on demand from such Revolving Loan 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a Revolving Loan 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 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 such Revolving Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America 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 the Advances, Swing Loans, and Agent Advances as of a Settlement Date, the Administrative Agent shall, as part of the relevant Settlement, apply to such Non-Ratable Loan or balance the portion of payments actually received in good funds by the Administrative Agent Advance and (B) if Settlement has not previously occurred with respect to principal, interest and fees payable by the Borrower and allocable to the Revolving Loan Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Non-Ratable Loans or Revolving Loan Lender after such application, such net amount shall be distributed by the Administrative Agent Advances, upon demand by Bank of America or Agent, to that Revolving Loan Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, the Administrative Agent, to the extent no Agent Advances or Swing Loans are outstanding, may pay over to Bank of America the Swing Lender any payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank the Swing Lender’s Pro Rata Share of America’s Base Rate Revolving Loans including Non-Ratable Loansthe Advances. If, as of any Settlement Date, collections Collections received since the then immediately preceding Settlement Date have been applied to Bank the Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America the Swing Lender shall pay to the Administrative Agent for the accounts of the Revolving Loan Lenders, and the Administrative Agent shall pay to the Revolving Loan Lenders, to be applied to the outstanding Revolving Loans Advances of such Revolving Loan Lenders, an amount such that each Revolving Loan 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, Bank of America the Swing Lender with respect to Non-Ratable Swing Loans, the Administrative Agent with respect to Agent Advances, and each Revolving Loan Lender (subject to the effect of letter agreements between the Administrative Agent and individual Revolving Loan Lenders) with respect to the Revolving Loans Advances other than Non-Ratable Swing 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 Bank of Americathe Swing Lender, Agent and the other Administrative Agent, or the Revolving Loan Lenders, as applicable.

Settlement. 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, Bank of America America, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable Bank of America Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by the Agent, (A1) on behalf of Bank of America, with respect to each outstanding Non-Ratable 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 p.m., noon 11:00 a.m. (New York, New York City time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank of America America, in the case of Non-Ratable Bank of America Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Non-Ratable Bank of America Loans and Agent Advances with respect to which Settlement is requested available to the Agent, for itself or for the account of Bank of America, in same day funds, to such account of the Agent as the Agent may designate, not later than 3:00 1:30 p.m. (New York, New York City time), on the Settlement Date applicable thereto, which may occur before or after the occurrence or during the continuation regardless of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six Article 10 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Bank of America Loan or Agent Advance and, together with the portion of such Non-Ratable Bank of America Loan or Agent Advance representing Bank of America’s 's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 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 Non-Ratable Bank of America Loan or Agent Advance), each other Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable 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 Non-Ratable Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate the Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Bank of America Loan or Agent Advance pursuant to clause subsection (ii) precedingabove, 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 Non-Ratable Bank of America Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no Agent Advances or Bank of America Loans are outstanding, may pay over to 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 Base Rate Revolving Loans, for application to Bank of America’s Base Rate 's other outstanding Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s 's other outstanding Revolving Loans (other than to Non-Ratable Bank of America Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Advances, as provided for in the previous sentence, 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, Bank of America with respect to Non-Ratable Bank of America Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable 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 Bank of America, the Agent and the other Lenders.

Settlement. It is agreed that each (a) 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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i1) The Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by at Agent’s election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding 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 (New York, New York San Francisco time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent’s account, not later than 3:00 2:00 p.m. (New York, New York San Francisco time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of Americathe Bank’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 LoansLoans (A) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance. (ii2) 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 Non-Ratable 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 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii3) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (iiiii) precedingabove, 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 Non-Ratable Loan or Agent Advance. (iv4) Between Settlement Dates, the Agent, to the extent no Agent Advances 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 Base Rate Revolving Loans, for application to Bank of Americathe Bank’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Bank’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (iii) above), 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 Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe Bank, the Agent and the other Lenders. (5) 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 Non-Ratable Loan.

Settlement. It is agreed that each (a) 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, Bank of America the Swingline Lender, and the other applicable Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe 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 Non-Ratable applicable Swingline Loans and the applicable Agent Advances Advances) shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“Settlement”) with the applicable Lenders on at least a weekly basisonce every week, or on a more frequent basis if so determined by at the Agent’s election, (A) on behalf of Bank of Americathe Swingline Lender, with respect to each applicable outstanding Non-Ratable 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 p.m., noon (New York, New York City time) on the date of such requested Settlement (the “Settlement Date”). Each Lender (other than Bank of America the Swingline Lender, in the case of Non-Ratable Loans, applicable Swingline Loans and the Agent in the case of applicable Agent Advances) shall make transfer the amount of such Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable applicable Swingline Loans and the applicable Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designatethe Agent’s account, not later than 3:00 2:00 p.m. (New York, New York City time), on the Settlement Date applicable thereto, which may . Settlements shall 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 Section Six Article 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 Non-Ratable Swingline Loan or Agent Advance and, together with the portion of such Non-Ratable Swingline Loan or Agent Advance representing Bank of America’s the 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 made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 Effective Rate, the first three (3) days from and after the Settlement Date and thereafter at the Interest Rate then applicable to Base Rate Loans, (1) on behalf of the Revolving LoansSwingline Lender, with respect to each outstanding Swingline Loan, and (2) for itself, with respect to each applicable Agent Advance. (ii) 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 Non-Ratable an applicable Swingline Loan or applicable Agent Advance), each other applicable Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America the Swingline Lender or the Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Swingline Loan or Agent Advance equal to such Lender’s Pro Rata Share of such Non-Ratable Swingline Loan or Agent Advance and (B) if Settlement has not previously occurred with respect to such Non-Ratable Swingline Loans or Agent Advances, upon demand by Bank of America or the Agent, as applicable, shall pay to Bank of America 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 Non-Ratable 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 three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans, (A) on behalf of the Swingline Lender, with respect to each outstanding Swingline Loan, and (B) for itself, with respect to each applicable Agent Advance. (iii) 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 Non-Ratable applicable Swingline Loan or applicable Agent Advance pursuant to clause (ii) precedingabove, 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 Non-Ratable Swingline Loan or Agent Advance. (iv) Between Settlement Dates, the Agent, to the extent no applicable Agent Advances are outstanding, may pay over to Bank of America the 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 Base Rate Revolving applicable Loans, for application to Bank of Americathe Swingline Lender’s Base Rate Revolving Loans including Non-Ratable applicable Swingline Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of Americathe Swingline Lender’s Revolving Loans (other than to Non-Ratable applicable Swingline Loans or applicable Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) above), as provided for in the previous sentence, Bank of America the 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, Bank of America the Swingline Lender with respect to Non-Ratable applicable Swingline Loans, the Agent with respect to applicable Agent Advances, and each Lender with respect to the Revolving applicable Loans other than Non-Ratable 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 Bank of America, the Agent and the other Lenders, respectively. (v) Unless the Agent has received written notice from the Required Lenders to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article IX have been satisfied.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the Non-Ratable Loans and the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Administrative Agent shall request settlement ---------- (“"Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Administrative Agent, (Aa) on behalf of Bank of Americaitself, with respect to each outstanding Non-Ratable Swing Loan, (B) for itself, with respect to each Agent Advance, and (Cb) with respect to collections 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 p.m.2:00 p.m. (Houston, noon (New York, New York Texas 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of outstanding Committed Loans and Swing Loans 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 interest, fees, and other charges for such period. Subject to the terms and conditions contained herein: (i) if a Lender's balance of the Committed Loans and the Swing Loans exceeds such Lender’s 's Pro Rata Share of the outstanding principal Committed Loans and Swing Loans as of a Settlement Date, then Administrative Agent shall by no later than 12:00 p.m. (Houston, Texas 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 Non-Ratable Settlement Date, its Pro Rata Share of the Committed Loans and Agent Advances with respect to which Swing Loans; and (ii) if a Lender's balance of the Committed Loans and Swing Loans is less than such Lender's Pro Rata Share of the Committed Loans and Swing Loans as of a Settlement is requested Date, such Lender shall no later than 12:00 p.m. (Houston, Texas time) on the Settlement Date transfer in immediately available to Agent, funds to such account of Administrative Agent as Administrative Agent may designate, not later than 3:00 p.m. (New Yorkan amount such that each such Lender shall, New York time)upon transfer of such amount, on have as of the Settlement Date applicable theretoDate, which may occur before or after its Pro Rata Share of the occurrence or during the continuation of a Default or an Event of Default Committed Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedSwing Loans. Such amounts made available to Administrative Agent under clause (ii) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Committed Loan or Agent Advance and Swing Loan and, together with the portion of such Non-Ratable Committed Loan or Agent Advance and Swing Loan representing Bank of America’s Administrative Agent's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Administrative Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Administrative Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lenders Rate. (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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of America, Agent and the other Lenders.

Settlement. It is agreed that each (a) Each Revolving Lender’s funded portion of the Revolving Loans is intended by the Revolving Lenders to be equal at all times to such Revolving Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agentthe Agents, Bank of America BofA, Wachovia, and the other Revolving Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe Obligated Parties or the Term Lenders) 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 Non-Ratable Loans and the Agent Advances Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Administrative Agent shall request settlement (a “Settlement”) with the Revolving Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agentat its election, (A) on behalf of Bank of AmericaBofA, with respect to each outstanding 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 Revolving Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon 1:30 p.m. (New York, New York time) on the date of such requested Settlement (the “Settlement Date”). In its discretion, the Administrative Agent may on any Settlement Date permit Non-Ratable Loans in an aggregate principal amount not to exceed One Million Dollars ($1,000,000) to remain outstanding, while requiring Settlement of the other outstanding Non-Ratable Loans. Each Revolving Lender (other than Bank of America BofA, in the case of the Non-Ratable Loans, and Agent the Administrative Agent, in the case of the Agent Advances) shall make transfer the amount of such Revolving Lender’s Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, the Administrative Agent to such account of the Administrative Agent as the Administrative Agent may designate, not later than 3:00 4:00 p.m. (New York, New York time), on the Settlement Date applicable thereto, which may . Settlements shall 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 Section Six Article 9 have then been satisfied. Such amounts made available transferred to the Administrative Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance for which the Administrative Agent has requested Settlement and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of AmericaBofA’s (in its individual capacity or as the Administrative Agent, as appropriate) Pro Rata Share thereof, shall constitute Revolving Loans of such Revolving Lenders, respectively. If any such amount is not made available transferred to the Administrative Agent by any Revolving Lender on the Settlement Date applicable thereto, the Administrative Agent shall (A) on behalf of Bank of America, 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 Revolving 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 Base Rate Revolving LoansLoans (Y) on behalf of BofA, with respect to each outstanding Non-Ratable Loan and (Z) for itself, with respect to each Agent Advance. (ii) Notwithstanding the foregoing, not more than one (1) Business Day after demand is made by the Administrative Agent (whether before or after the occurrence of a Default or an Event of Default and regardless of whether Agent it has requested a Settlement with respect to a Non-Ratable Loan or Agent Advance), each other Revolving Lender (A) shall irrevocably and unconditionally purchase and receive from Bank of America BofA or the Administrative Agent, as applicable, without recourse or warranty, an undivided interest and participation in such Non-Ratable Loan or Agent Advance equal to such Revolving Lender’s Pro Rata Share of such Non-Ratable Loan or Agent Advance Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by Bank of America BofA or the Administrative Agent, as applicable, shall pay to Bank of America BofA or the Administrative Agent, as applicable, as the purchase price of such participation an amount equal to one hundred percent (100%) % of such Revolving Lender’s Pro Rata Share of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available transferred to Agent BofA or the Administrative Agent, as applicable, by any Revolving Lender, Agent BofA or the Administrative Agent, as applicable, shall be entitled to recover such amount on demand from such Revolving Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Revolving Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Administrative Agent shall promptly distribute to such Revolving Lender, such Revolving Lender’s Pro Rata Share of all payments of principal and interest and all proceeds of Collateral received by the Administrative Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, the Administrative Agent may pay over to Bank of America BofA any payments received by Agent, the Administrative Agent which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate the Revolving Loans of BofA, including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s the Revolving Loans of BofA (other than to Non-Ratable Loans or Agent Advances in which such a Revolving Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) abovepreceding), as provided for in the previous sentence, Bank of America BofA shall pay to Agent the Administrative Agent, for the accounts of the Revolving Lenders, to be applied to the outstanding Revolving Loans of such Revolving Lenders, an amount such that each Revolving 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, Bank of America BofA with respect to Non-Ratable Loans, the Administrative Agent with respect to Agent Advances, and each Revolving Lender with respect to the Revolving Loans other than 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 Bank of AmericaBofA, the Administrative Agent and the other Revolving Lenders. (v) Unless the Administrative Agent has received written notice from a Revolving Lender to the contrary, the Administrative Agent may assume that the applicable conditions precedent set forth in Article 9 have been satisfied on any Funding Date for a Revolving Loan or Non-Ratable Loan. Unless the Administrative Agent has received written notice from a Revolving Lender to the contrary or the Administrative Agent has actual knowledge to the contrary (based solely on the Borrowing Base Certificate most recently delivered to it), the Administrative Agent may assume that the requested Borrowing will not exceed the Unused Availability on any Funding Date for a Revolving Loan or Non-Ratable Loan.

Settlement. 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, Agent, Bank of America Swing Lenders, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) 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 Non-Ratable Swing Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent in its sole discretion (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (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 p.m., noon (New York, New York 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 Bank Such notice of America in the case a Settlement Date shall include a summary statement of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make 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 Non-Ratable Revolving Loans (including the Swing Loans and Agent Advances with respect to which 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 is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds in the Applicable Currency to Agent’s Applicable Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six 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 immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such LendersExtraordinary Advances. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a ▇▇▇▇▇▇’s balance of the foregoingRevolving Loans (including Swing Loans and Extraordinary Advances) is less than, not more equal to, or greater than one (1) Business Day after demand is made by 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 Bank of America 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 the Revolving Loans as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrower and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, 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 Bank of America Agent or such Swing Lender, as applicable, any payments or other amounts received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to the Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable 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 Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America a Swing Lender with respect to Non-Ratable its Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Swing 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 Bank of Americasuch Swing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersany 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 Advances, the Swing Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, (A1) on behalf of Bank of AmericaSwing Lender, with respect to each outstanding Non-Ratable Swing Loan, (B2) for itself, with respect to each Agent Advancethe outstanding Protective Advances, and (C3) with respect to collections receivedBorrowers’ or their Subsidiaries’ Collections received and applied as set forth in this Section, in as to each case, Lender 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 p.m., noon 2:00 p.m. (New York, New York 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Advances, Swing Loans, and Agent in Protective Advances for the case 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 Agent the Advances (including Swing Loans and Protective Advances) shall make the amount of exceeds such Lender’s Pro Rata Share of the outstanding principal Advances (including Swing Loans 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 Non-Ratable Settlement Date, its Pro Rata Share of the Advances (including Swing Loans and Agent Protective Advances), and (z) if a Lender’s balance of the Advances with respect to which (including Swing Loans and Protective Advances) is less than such Lender’s Pro Rata Share of the Advances (including Swing Loans and Protective Advances) as of a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York California time), ) on the Settlement Date applicable theretotransfer in immediately available funds to the Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedProtective Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance Protective Advances and, together with the portion of such Non-Ratable Loan Swing Loans or Agent Advance Protective Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a Lender’s balance of the foregoingAdvances, not more Swing Loans, and Protective Advances is less than, equal to, or greater 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 Bank of America 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 the Advances, Swing Loans, and Protective Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Borrowers and allocable to the Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Non-Ratable Loans or Lender after such application, such net amount shall be distributed by Agent Advances, upon demand by Bank of America or Agent, to that Lender as applicable, shall pay to Bank of America 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 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loansnext Settlement. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Protective Advances or Swing Loans are outstanding, may pay over to Bank of America Swing Lender any payments received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank Swing Lender’s Pro Rata Share of America’s Base Rate Revolving Loans including Non-Ratable Loansthe Advances. If, as of any Settlement Date, collections Collections of Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America Swing Lender shall pay to 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent Protective Advances, and each Lender (subject to the effect of agreements between Agent and individual Lenders) with respect to the Revolving Loans Advances other than Non-Ratable Swing 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 Bank Swing Lender, Agent, or the Lenders, as applicable, after taking into account applications in accordance with this Agreement of America, payments received by Agent and the other Lendersbetween Settlement Dates.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreement, Agent, Bank of America The Administrative Agent and the other Revolving Loans Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Revolving Loans Lenders as to the Revolving Loans, the Non-Ratable Loans and the Agent Protective Advances shall take place on a periodic basis each Settlement Date in accordance with the following provisions: (ia) The Administrative Agent shall request settlement (“Settlement”) with the Revolving Loans Lenders on at least a weekly daily basis, or on a more frequent basis if so determined by the Administrative Agent, (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, the outstanding Revolving Loans (to the extent not yet settled with the Revolving Loans Lenders) and (C) with respect to collections received, in each case, Protective Advances by notifying the Revolving Loans Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (New York, New York time) 2:00 p.m. on the Business Day immediately prior to the date of such the requested Settlement (the “Date. Such notice of a Settlement Date”). Each Lender (other than Bank Date shall include a summary statement of America in the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Revolving Loans and/or Protective Advances made by the Administrative Agent for the period since the prior Settlement Date. Subject to the terms and conditions contained herein: (x) if a Revolving Loans Lender’s Pro Rata Share balance of the outstanding principal amount Revolving Loans (including Protective Advances) exceeds such Revolving Loans Lender’s pro rata share of the Non-Ratable Revolving Loans and (including Protective Advances) as of a Settlement Date, then the Administrative Agent Advances with respect shall, by no later than 12:00 p.m. on the Settlement Date, transfer in immediately available funds to which Settlement is requested available to Agent, to such a deposit account of Agent such Revolving Loans Lender (as Agent such Revolving Loans Lender may designate), not an amount such that each such Revolving Loans Lender shall, upon receipt of such amount, have as of the Settlement Date, its pro rata share of the Revolving Loans (including Protective Advances), and (y) if a Revolving Loan Lender’s balance of the Revolving Loans (including Protective Advances) is less than such Revolving Loans Lender’s pro rata share of the Revolving Loans (including and Protective Advances) as of a Settlement Date, such Revolving Loans Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to the Administrative Agent, which may occur before or after the occurrence or during the continuation an amount such that each such Revolving Loans Lender shall, upon transfer of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six such amount, have then been satisfied. Such amounts made available to Agent shall be applied against the amounts as of the applicable Non-Ratable Loan or Agent Advance andSettlement Date, together with its pro rata share of the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders(including Protective Advances). If any such amount is not made available to the Administrative Agent by any Revolving Loans Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, the Administrative Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account such amount on demand from such Revolving Loans 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 LoansDefaulting Lender Rate. (iib) Notwithstanding In determining whether a Revolving Loans Lender’s balance of the foregoingRevolving Loans and Protective Advances is less than, not more equal to, or greater than one (1) Business Day after demand is made by Agent (whether before or after such Revolving Loans Lender’s pro rata share of the occurrence Revolving Loans and Protective Advances as 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Advances are outstanding, may pay over to Bank of America any payments received by Agent, which in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Administrative Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)shall, as provided for in the previous sentence, Bank of America shall pay to Agent for the accounts part of the Lendersrelevant Settlement, apply to be applied to such balance the outstanding Revolving Loans portion 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 payments actually received in good funds by the Revolving Loans. During the period between Settlement Dates, Bank of America with respect to Non-Ratable Loans, Administrative Agent with respect to Agent Advancesprincipal, interest, fees payable by Borrowers and each Lender with respect allocable to the Revolving Loans other than Non-Ratable Lenders hereunder, and proceeds of Collateral. To the extent that a net amount is owed to any such Revolving Loans and Agent AdvancesLender after such application, such net amount shall be entitled distributed by the Administrative Agent to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount that Revolving Loans Lender as part of funds employed by Bank of America, Agent and the other Lenderssuch next Settlement.

Settlement. It is agreed that each (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, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe Loan Parties or any other Consolidated Member) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loans, the 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 if so determined by at Agent's election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding 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 (New YorkAtlanta, New York Georgia time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank of America the Bank, in the case of Non-Ratable Loans, Loans and the Agent in the case of Agent Advances) shall make transfer the amount of such Lender’s 's Pro Rata Share of the outstanding principal amount of the Non-Ratable Loans and Agent Advances with respect to which each Settlement is requested available to the Agent, to such account of Agent as Agent may designateAgent's account, not later than 3:00 2:00 p.m. (New YorkAtlanta, New York Georgia time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six ARTICLE 8 have then been satisfied. Such amounts made available to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s the Bank's Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 LoansLoans (A) on behalf of the Bank, with respect to each outstanding 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 Non-Ratable 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 Non-Ratable Loan or Agent Advance equal to such Lender’s '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 Bank of America or Agent, as applicable, shall pay to Bank of America or Agent, as applicable, as the purchase price of such participation an amount equal to one one-hundred percent (100%) of such Lender’s 's Pro Rata Share of such 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iiiiv) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause CLAUSE (iiIII) precedingabove, 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 Non-Ratable Loan or Agent Advance. (ivv) Between Settlement Dates, the Agent, to the extent no Agent Advances 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 Base Rate Revolving Loans, for application to Bank of America’s Base Rate the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (iii) above), 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 Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe Bank, the Agent and the other Lenders.

Settlement. It is agreed that each Lender’s funded portion 7.1 Settlement on the purchase and sale of the Revolving Loans is intended by Lenders to be equal at all times to such Lender’s Pro Rata Share of the outstanding Revolving Loans. Notwithstanding such agreementUnit and, Agent, Bank of America and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowers) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them as to the Revolving Loansif applicable, the Non-Ratable Loans and Parking Unit (the Agent Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with Lenders on at least a weekly basis, or shall occur on a more frequent basis if so determined date specified by Agenta written notice (the “Settlement Notice”) from Seller to Purchaser, (Ato be delivered to Purchaser only after the expiration of Purchaser’s rights of rescission pursuant to the Condominium Act) on behalf stating that the Unit will be ready for conveyance by Seller (subject to completion of Bank of America, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, punch list items as set forth below in each case, by notifying 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 (New York, New York timeParagraph 9.1) on the date of such requested specified in the Settlement Notice (the “Settlement Date”). Each Lender , which date will be not fewer than ten (other than Bank of America in 10) days from the case of Non-Ratable Loans, and Agent in the case of Agent Advances) shall make the amount of such Lender’s Pro Rata Share date of the outstanding principal amount of Settlement Notice. Purchaser shall complete Settlement on the Non-Ratable Loans and Agent Advances with respect to which Settlement is requested available to Agent, to such account of Agent as Agent may designate, Date. 7.2 If Settlement does not later than 3:00 p.m. (New York, New York time), occur on the Settlement Date applicable theretofor any reason other than Seller's default, which may occur before including, but not limited to, Purchaser's inability to obtain financing or after the occurrence or during the continuation lack of a Default or an Event of Default and whether or not the applicable conditions precedent set forth in Section Six have funds to close, then been satisfied. Such amounts made available to Agent Purchaser shall be applied against in default under this Agreement and Seller shall have the amounts of right in its discretion to declare Purchaser to be in default. Upon such an occurrence, Seller may in its sole discretion terminate this Agreement and the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s Pro Rata Share thereof, shall constitute Revolving Loans of such LendersDeposit provided herein may be retained by Seller as fixed liquidated damages. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable thereto, Agent shall (A) on behalf of Bank of America, 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 in the event Settlement is delayed due to Purchaser or Purchaser’s lender, then, if requested in writing by the Purchaser, Seller may in its sole discretion agree to extend the date of Settlement for up to fifteen (115) Business Day after demand is made days. Purchaser hereby agrees that Seller shall be entitled to payment by Agent (whether before or after the occurrence Purchaser at Settlement 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 Bank of America 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 Bank of America or Agent, as applicable, shall pay to Bank of America 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$165.00 for each day that Settlement is delayed beyond the date specified in the Settlement Notice. If such amount Settlement 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 Rate for the first three delayed more than fifteen (315) days from beyond the Settlement Date specified in the Settlement Notice (the “Deadline Date”), then Seller may, in its sole discretion, (i) terminate this Agreement and after in such demand and thereafter at event, the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan Deposit herein provided may be retained by Seller as fixed liquidated damages; or Agent Advance pursuant to clause (ii) precedingagree to postpone Settlement further, Agent in which case Purchaser shall promptly distribute agree to such Lenderpay at Seller at Settlement an amount equal to $250.00 for the sixteenth (16th) day and each additional day that Settlement is delayed beyond the Deadline Date. Seller shall give Purchaser notice of its election of remedies within five (5) days of the Deadline Date, such Lender’s Pro Rata Share and if Seller chooses to exercise option (ii) above, Seller may in its sole discretion extend the date of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. Settlement for up to thirty (iv30) Between days. If Settlement Datesdoes not occur within said additional thirty (30) day period, Agent, to the extent no Agent Advances are outstanding, Seller may pay over to Bank of America any payments received by Agent, which in accordance with the terms of declare this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank of America’s Base Rate Revolving Loans including Non-Ratable Loans. If, as of null and void at any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above), as provided for in the previous sentence, Bank of America shall pay to 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, Bank of America with respect to Non-Ratable Loans, Agent with respect to Agent Advancestime thereafter, and each Lender with respect to the Revolving Loans other than Non-Ratable Loans and Agent Advances, shall Deposit provided herein may be entitled to interest at the applicable rate or rates payable under this Agreement on the actual average daily amount of funds employed retained by Bank of America, Agent and the other LendersSeller as fixed liquidated damages.

Settlement. It is agreed that each Lender’s funded portion of the Revolving Loans is intended by the Lenders to be equal equal, at all times to times, such Lender’s Pro Rata Share of the outstanding Revolving Loans, subject to Sections 2.3(b) and 2.3(c). Notwithstanding such agreementSuch agreement notwithstanding, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of Borrowers or enforceable by Borrowersany other Loan Party) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Loans, the Non-Ratable Loans (including Swing Loans and the Agent Advances Extraordinary Advances) shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent in its sole discretion (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (B2) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) with respect to collections Borrowers’ or any of their Subsidiaries’ payments or other amounts received, in as to each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (New York, New York 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 Such notice of a Settlement Date shall include a summary statement of the amount of outstanding Revolving Loans (other than Bank of America in the case of Non-Ratable including Swing Loans, and Agent in the case of Agent Extraordinary Advances) shall make 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 Non-Ratable Revolving Loans (including Swing Loans, and Agent Advances with respect to which 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 is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York time), on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Revolving Loans (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances and, together with the portion of such Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances representing Bank of AmericaSwing Lender’s Pro Rata Share thereof, shall constitute Revolving Loans of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a Lender’s balance of the foregoingRevolving Loans (including Swing Loans and Extraordinary Advances) is less than, not more equal to, or greater than one (1) Business Day after demand is made by 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 Bank of America 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 the Revolving Loans (including Swing Loans and Extraordinary Advances) as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrowers and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving Loans, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Revolving Loans, for application to Swing Lender’s Base Rate Pro Rata Share of the Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections payments or other amounts of Parent, Borrowers or their Subsidiaries received since the then immediately preceding Settlement Date have been applied to Bank Swing Lender’s Pro Rata Share of America’s the Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans other than Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.3(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.3(g).

Settlement. 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, Agent, Bank of America Swing Lender, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by BorrowersBorrower) that in order to facilitate the administration of this Agreement and the other Loan Documents, settlement among them the Lenders as to the Revolving Advances, the Swing Loans, the Non-Ratable Loans and the Agent Extraordinary Advances shall take place on a periodic basis in accordance with the following provisions: (i) Agent shall request settlement (“Settlement”) with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by Agent, Agent in its sole discretion (A1) on behalf of Bank of AmericaSwing Lender, with respect to each the outstanding Non-Ratable LoanSwing Loans, (B2) for itself, with respect to each Agent Advancethe outstanding Extraordinary Advances, and (C3) 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 p.m., noon 2:00 p.m. (New York, New York Pacific 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 Bank Such notice of America in a Settlement Date shall include a summary statement of the case amount of Non-Ratable outstanding Advances, Swing Loans, and Agent in Extraordinary Advances for the case of Agent Advancesperiod since the prior Settlement Date. Subject to the terms and conditions contained herein (including Section 2.2(g)): (y) shall make if the amount of the Advances (including Swing Loans, and Extraordinary Advances) made by a Lender that is not a Defaulting Lender exceeds such ▇▇▇▇▇▇’s Pro Rata Share of the Advances (including Swing Loans, and Extraordinary Advances) as of a Settlement Date, then Agent shall, by no later than 12:00 p.m. (Pacific 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, and Extraordinary Advances), and (z) if the amount of the Advances (including Swing Loans, and Extraordinary Advances) made by a Lender is less than such Lender’s Pro Rata Share of the outstanding principal amount Advances (including Swing Loans, and Extraordinary Advances) as of the Non-Ratable Loans and Agent Advances with respect to which a Settlement is requested available to AgentDate, to such account of Agent as Agent may designate, not Lender shall no later than 3:00 12:00 p.m. (New York, New York Pacific time), ) on the Settlement Date applicable theretotransfer in immediately available funds to Agent’s Account, which may occur before or after an amount such that each such Lender shall, upon transfer of such amount, have as of the occurrence or during Settlement Date, its Pro Rata Share of the continuation of a Default or an Event of Default Advances (including Swing Loans and whether or not the applicable conditions precedent set forth in Section Six have then been satisfiedExtraordinary Advances). Such amounts made available to Agent under clause (z) of the immediately preceding sentence shall be applied against the amounts of the applicable Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances and, together with the portion of such Non-Ratable Loan Swing Loans or Agent Advance Extraordinary Advances representing Bank of AmericaSwing ▇▇▇▇▇▇’s Pro Rata Share thereof, shall constitute Revolving Loans Advances of such Lenders. If any such amount is not made available to Agent by any Lender on the Settlement Date applicable theretothereto to the extent required by the terms hereof, Agent shall (A) on behalf of Bank of America, with respect to each outstanding Non-Ratable Loan, and (B) for itself, with respect to each Agent Advance, be entitled to recover for its account 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 LoansDefaulting Lender Rate. (ii) Notwithstanding In determining whether a ▇▇▇▇▇▇’s balance of the foregoingAdvances, not more Swing Loans, and Extraordinary Advances is less than, equal to, or greater 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 Bank of America 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 the Advances, Swing Loans, and Extraordinary Advances as of a Settlement Date, Agent shall, as part of the relevant Settlement, apply to such Non-Ratable 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 Non-Ratable Loans or Agent Advancesprincipal, upon demand interest, fees payable by Bank Borrower and allocable to the Lenders hereunder, and proceeds of America or Agent, as applicable, shall pay to Bank of America 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 Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving LoansCollateral. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, 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 Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent Extraordinary Advances or Swing Loans are outstanding, may pay over to Bank of America Agent or Swing Lender, as applicable, any payments or other amounts received by Agent, which that in accordance with the terms of this Agreement would be applied to the reduction of the Base Rate Revolving LoansAdvances, for application to Bank the Extraordinary 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 Americathis Agreement would be applied to the reduction of the Advances, for application to Swing Lender’s Base Rate Revolving Loans including Non-Ratable LoansPro Rata Share of the Advances. 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 to Bank Swing Lender’s Pro Rata Share of America’s Revolving Loans (the Advances other than to Non-Ratable Loans or Agent Advances in which such Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(ii) above)Swing Loans, as provided for in the previous sentence, Bank of America 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 2.2(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, Bank of America Swing Lender with respect to Non-Ratable Swing Loans, Agent with respect to Agent Extraordinary Advances, and each Lender with respect to the Revolving Loans Advances other than Non-Ratable Swing 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 Bank of AmericaSwing Lender, Agent, or the Lenders, as applicable. (iv) Anything in this Section 2.2(e) to the contrary notwithstanding, in the event that a Lender is a Defaulting Lender, Agent and shall be entitled to refrain from remitting settlement amounts to the other LendersDefaulting Lender and, instead, shall be entitled to elect to implement the provisions set forth in Section 2.2(g).

Settlement. It is agreed that each (a) 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 Share, based upon its Revolving Loans Commitment, of the outstanding Revolving Loans. Notwithstanding such agreement, the Agent, Bank of America the Bank, and the other Lenders agree (which agreement shall not be for the benefit of or enforceable by Borrowersthe Obligated 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 Non-Non- Ratable Loans and the Agent Advances Advances, shall take place on a periodic basis in accordance with the following provisions: (i) The Agent shall request settlement (“a "Settlement”") with the Lenders on at least a weekly basis, or on a more frequent basis if so determined by at the Agent's election, (A) on behalf of Bank of Americathe Bank, with respect to each outstanding Non-Ratable Loan, (B) for itself, with respect to each Agent Advance, and (C) with respect to collections received, in each case, by notifying the Lenders of such requested Settlement by telecopy, telephone telephone, e-mail, or other similar form of transmission, of such requested Settlement, no later than 12:00 p.m., noon (New YorkLos Angeles, New York California time) on the date of such requested Settlement (the “"Settlement Date”"). Each Lender (other than Bank of America the Bank, in the case of the Non-Ratable Loans, and the Agent in the case of the Agent Advances) shall make transfer the amount of such Lender’s 's Pro Rata Share Share, based upon its Revolving Loans Commitment, of the outstanding principal amount of the Non-Ratable Loans and the Agent Advances with respect to which Settlement is requested available to the Agent, to such account of the Agent as the Agent may designate, not later than 3:00 p.m. 12:00 noon (New YorkLos Angeles, New York California time), on the Settlement Date applicable thereto, which . Settlements 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 Section Six Article 8 have then been satisfied. Such amounts made available transferred to the Agent shall be applied against the amounts of the applicable Non-Ratable Loan or Agent Advance and, together with the portion of such Non-Ratable Loan or Agent Advance representing Bank of America’s the Bank's Pro Rata Share Share, based upon its Revolving Loans Commitment, thereof, shall constitute Revolving Loans of such Lenders, respectively. If any such amount is not made available transferred to the Agent by any Lender on the Settlement Date applicable thereto, the Agent shall (A) on behalf of Bank of America, 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 Base Rate Revolving LoansLoans (1) on behalf of the Bank, with respect to each outstanding Non-Ratable Loan and (2) for itself, with respect to each Agent Advance. (ii) 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 Non-Ratable 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 Non-Ratable Loan or Agent Advance equal to such Lender’s 's Pro Rata Share Share, based upon its Revolving Loans Commitment, of such Non-Ratable Loan or Agent Advance Advance, and (B) if Settlement has not previously occurred with respect to such Non-Ratable Loans or Agent Advances, upon demand by the Bank of America or the Agent, as applicable, shall pay to the Bank of America 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 's Pro Rata Share Share, based upon its Revolving Loans Commitment, of such Non-Ratable Loans or Agent Advances. If such amount is not in fact made available transferred to the Agent by any Lender, the Agent shall be entitled to recover such amount on demand from such Lender together with interest thereon at the Federal Funds Rate for the first three (3) days from and after such demand and thereafter at the Interest Rate then applicable to Base Rate Revolving Loans. (iii) From and after the date, if any, on which any Lender purchases an undivided interest and participation in any Non-Ratable Loan or Agent Advance pursuant to clause (ii) preceding, the Agent shall promptly distribute to such Lender, such Lender’s 's Pro Rata Share Share, based upon its Revolving Loans Commitment, of all payments of principal and interest and all proceeds of Collateral received by the Agent in respect of such Non-Ratable Loan or Agent Advance. (iv) Between Settlement Dates, Agent, to the extent no Agent 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 Base Rate Revolving Loans, for application to Bank of America’s Base Rate the Bank's Revolving Loans including Non-Ratable Loans. If, as of any Settlement Date, collections received since the then immediately preceding Settlement Date have been applied to Bank of America’s the Bank's Revolving Loans (other than to Non-Ratable Loans or Agent Advances in which such a Lender has not yet funded its purchase of a participation pursuant to subparagraph 2.2(j)(iiclause (ii) 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 Share, based upon its Revolving Loans Commitment, of the Revolving Loans. During the period between Settlement Dates, the Bank of America with respect to Non-Ratable Loans, the Agent with respect to Agent Advances, and each Lender with respect to the Revolving Loans other than 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 Bank of Americathe Bank, Agent the Agent, and the other Lenders. (v) Unless the Agent has received written notice from a Borrower or a Lender to the contrary, the Agent may assume that the applicable conditions precedent set forth in Article 8 have been satisfied and the requested Borrowing will not exceed the Availability on any Funding Date for a Revolving Loans or Non-Ratable Loan.