Common use of ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS Clause in Contracts

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Lender shall make available to the Administrative Agent, as provided herein, that Lender’s Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Lender, subject to Section 12.3(a), timely shall make available to the Administrative Agent that Lender’s Percentage Commitment of each Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties. (iii) Assume that each Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Lender’s Percentage Commitment of one or more Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Lender (a “Delinquent Lender”) fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Loan Parties on account of the Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. (iii) The Delinquent Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s Cover in respect of that Delinquent Lender (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Delinquent Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) the Delinquent Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) above. (d) A Delinquent Lender shall not be relieved of any obligation of such Delinquent Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, (i) in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s Revolving Credit Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, or (ii) for any reason, any Revolving Credit Lender shall become a Deteriorating Revolving Credit Lender, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Loan Parties on account of the Revolving Credit Loan or coverage of the subject honoring of any L/C Drawing which consist consists of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid.. At the option of the Administrative Agent, all other amounts payable to a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender hereunder (whether on account of principal, interest, fees or otherwise) shall, in lieu of being distributed to such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender, be retained by the Administrative Agent as cash collateral for future funding obligations of such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender in respect of any Revolving Credit Loan or existing or future participating interest in any SwingLine Loan or L/C. (iii) The Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Rate on any Administrative Agent’s Cover in respect of that Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.6 13.5 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Deteriorating Revolving Credit Lender or Delinquent Lender Revolving Credit Lender, as applicable (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) ), at the highest level of distribution (if applicable) at which the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject The Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s right to Subsection 12.3(c)(ivparticipate in the administration of, or decision-making rights related to, the Liabilities, this Agreement or the other Loan Documents shall be suspended during the pendency of its status as a Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender. (vi) The non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders shall also have the right, but not the obligation, in their respective, sole and absolute discretion, to cause the assignment to one or more of the non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders, without any further action by the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender for no cash consideration (pro rata, based on the respective Revolving Credit Percentage Commitment of those non-Deteriorating Revolving Credit Lenders and non-Delinquent Revolving Credit Lenders electing to exercise such right), of the Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s Revolving Credit Dollar Commitment to fund future Revolving Credit Loans. Upon any such assignment of the Revolving Credit Dollar Commitment of any Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender to one or more of the non-Deteriorating Revolving Credit Lenders or the non-Delinquent Revolving Credit Lenders, the Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s share in future Revolving Credit Loans and its rights under the Loan Documents with respect thereto shall terminate on the date of assignment, and the Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall be entitled promptly execute all documents reasonably requested to receive any payments from the Loan Parties to which the Delinquent Lender is then entitledsurrender and transfer such interest, provided however there shall be deducted from such amount including, if so requested, an Assignment and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) aboveAcceptance. (d) The Deteriorating Revolving Credit Lender’s or Delinquent Revolving Credit Lender’s decision-making and participation rights and rights to payments as set forth in clauses (i) through (vi) hereinabove shall be restored only upon the payment by the Delinquent Revolving Credit Lender of the amounts set forth in Section 12.3(f) or upon the cure by the Deteriorating Revolving Credit Lender of its status as a Deteriorating Revolving Credit Lender, as applicable. (e) A Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Deteriorating Revolving Credit Lender or Delinquent Revolving Credit Lender). (ef) A Delinquent Revolving Credit Lender may cure its status as a Delinquent Revolving Credit Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection Section 12.3(c)(iv), above) with respect to that Delinquent Revolving Credit Lender. (ii) The aggregate of the amount payable under Subsection Section 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Revolving Credit Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each drawing under a L/C Drawing and Banker's Acceptance (to the extent that such drawing under a L/C Drawing or Banker's Acceptance is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 13.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of any honoring of an L/C.C or a Banker's Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers (but the Administrative Agent shall not be 101 obligated to make such amount available to the Borrowers until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject drawing of a L/C Drawing or Banker's Acceptance which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 13.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each drawing under a L/C Drawing and Banker's Acceptance (to the extent that such drawing under a L/C Drawing or Banker's Acceptance is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may:: 101 (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 13.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of any honoring of an L/C.C or a Banker's Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers (but the Administrative Agent shall not be obligated to make such amount available to the Borrowers until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject drawing of a L/C Drawing or Banker's Acceptance which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) the Delinquent Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) above. (d) A Delinquent Lender shall not be relieved of any obligation of such Delinquent Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.102

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Tranche A Lender shall make available to the Administrative Agent, as provided herein, that Tranche A Lender’s 's Tranche A Percentage Commitment of the following: (i) Each Revolving Credit Tranche A Loan, up to the maximum amount of that Revolving Credit Tranche A Lender’s Revolving Credit 's Tranche A Dollar Commitment of the Revolving Credit Tranche A Loans. (ii) Up to the maximum amount of that Revolving Credit Tranche A Lender’s Revolving Credit 's Tranche A Dollar Commitment of each L/C Drawing drawing (to the extent that such L/C Drawing drawing is not “"covered” " by a Revolving Credit Tranche A Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Lender, subject to Section 12.3(a), Tranche A Lender timely shall make available to the Administrative Agent that Tranche A Lender’s 's Tranche A Percentage Commitment of each Tranche A Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C.12.1. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers. (iii) Assume that each Tranche A Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Tranche A Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available available, a Tranche A Lender’s 's Tranche A Percentage Commitment of one or more Tranche A Loans, L/C drawings, or any other amount to be made available hereunder or under any of the other Loan DocumentsDocuments with respect to the Revolving Credit, which amount a Tranche A 118 126 Lender (a “Delinquent Lender”"DELINQUENT TRANCHE A LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein)"AGENT'S COVER". (ii) All interest paid by the Loan Parties Borrowers on account of the Tranche A Loan or coverage of the subject L/C Drawing which consist consists of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Tranche A Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate during the period during which such amount remains unpaid, on any Administrative the principal balance of the Agent’s 's Cover, from the date of the making of the Agent's Cover in respect of that Delinquent Lenderto until repaid. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Tranche A Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaidrepaid by the applicable Delinquent Tranche A Lender. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Tranche A Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) 12.4 (which relates to ordinary course distributions) or Section 13.6 14.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Tranche A Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Tranche A Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection Section 12.3(c)(iv) ), the Delinquent Tranche A Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Tranche A Lender is then entitled, provided however there shall be 119 127 deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection Section 12.3(c)(ii) ), above. (d) A Delinquent Tranche A Lender shall not be relieved relieved, by virtue of any Agent's Cover or otherwise, of any obligation of such Delinquent Tranche A Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Tranche A Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each drawing under a L/C Drawing and Banker's Acceptance (to the extent that such drawing under a L/C Drawing or Banker's Acceptance is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 9.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of any honoring of an L/C.C or a Banker's Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers (but the Administrative Agent shall not be obligated to make such amount available to the Borrowers until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject drawing of a L/C Drawing or Banker's Acceptance which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution.. 104 (v) Subject to Subsection 12.3(c)(iv) 13.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each drawing under a L/C Drawing and Banker's Acceptance (to the extent that such drawing under a L/C Drawing or Banker's Acceptance is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of any honoring of an L/C.C or a Banker's Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers (but the Administrative Agent shall not be obligated to make such amount available to the Borrowers until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Lender’s Percentage Commitment of one or more Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Lender (a “Delinquent Lender”) fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Loan Parties on account of the Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. (iii) The Delinquent Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s Cover in respect of that Delinquent Lender (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Delinquent Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a) (which relates to ordinary course distributions) or Section 13.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) the Delinquent Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) above. (d) A Delinquent Lender shall not be relieved of any obligation of such Delinquent Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.109

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s Applicable Commitment Percentage Commitment of the following: (i) Each Revolving Credit Tranche A Loan, up to the maximum amount of that Revolving Credit Tranche A Lender’s Revolving Credit Tranche A Dollar Commitment of the Revolving Credit Tranche A Loans. (ii) Each Tranche A-1 Loan, up to the maximum amount of that Tranche A-1 Lender’s Tranche A-1 Dollar Commitment of the Tranche A-1 Loans. (iii) Up to the maximum amount of that Revolving Credit Tranche A Lender’s Revolving Credit Tranche A Dollar Commitment of each drawing under a L/C Drawing and Banker’s Acceptance (to the extent that such drawing under a L/C Drawing or Banker’s Acceptance is not “covered” by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s Applicable Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 9.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Tranche A Lender’s Revolving Credit Applicable Commitment Percentage Commitment of any honoring of an L/C.C or a Banker’s Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrower (but the Administrative Agent shall not be obligated to make such amount available to the Borrower until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s Applicable Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrower on account of the Revolving Credit Loan or coverage of the subject drawing of a L/C Drawing or Banker’s Acceptance which consist of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate on any Administrative Agent’s Cover in respect of that Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrower on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 13.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a12-3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C.12-1. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available available, a Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a12-4(a) (which relates to ordinary course distributions) or Section 13.6 13-6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 12-3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 12-3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Lender shall make available to the Administrative Agent, as provided herein, that Agent such Lender’s 's Revolving Credit Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Lender, subject to Section 12.3(a13:13-3(a), timely shall make available to the Administrative Agent that Lender’s 's Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 13:13-1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of any honoring of an L/C. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers. (iii) Assume that each Lender timely shall pay, pay and shall make available, available to the Administrative Agent all other amounts which that Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, that in reliance upon any of such assumptions, the Administrative Agent makes available a Lender’s 's Revolving Credit Percentage Commitment of one or more Loans, Revolving Credit Loans or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Lender (a “Delinquent Lender”"DELINQUENT LENDER") fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s 's Cover in respect of that Delinquent Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13:13-4(a) (which relates to ordinary course distributions) or Section 13.6 14:14-8 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 13:13-3(c)(iv), the Delinquent Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13:13-3(c)(ii), above. (d) A Delinquent Lender shall not be relieved of any obligation of such Delinquent Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s 's Cover (to the extent not previously repaid by the Loan Parties Borrowers and retained by the Administrative Agent in accordance with Subsection 12.3(c)(ivSection 13:13-3(c)(iv), above) with respect to that Delinquent Lender.. Plus (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii13:13-3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s 's rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 13.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Page 102 Loan, that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of any honoring of an L/C. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” " ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.7 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 13.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Revolving Credit Lender is then entitled, provided however PROVIDED HOWEVER there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each L/C Drawing (to the extent that such L/C Drawing is not “covered” by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 13.1 and shall make available, to the extent not “covered” by a Revolving Credit Loan, that Revolving Credit Lender’s Revolving Credit Percentage Commitment of any honoring of an L/C. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan Parties. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s Revolving Credit Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Administrative Agent within One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an ““ Administrative Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Loan Parties on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Administrative Agent’s Cover shall be retained by the Administrative Agent until the Administrative Agent’s Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate on any Administrative Agent’s Cover in respect of that Delinquent Revolving Credit Lender (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties on account of the Administrative Agent’s Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.7 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv13.3(c)(iv) the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii13.3(c)(ii) above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.

ADMINISTRATIVE AGENT'S COVERING OF FUNDINGS. (a) Each Revolving Credit Lender shall make available to the Administrative Agent, as provided herein, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s 's Revolving Credit Dollar Commitment of each drawing under a L/C Drawing and Banker's 103 Acceptance (to the extent that such drawing under a L/C Drawing or Banker's Acceptance is not “"covered” " by a Revolving Credit Loan as provided herein). (iii) Each Last Out Revolving Loan, up to the maximum amount of that Last Out Lender’s Last Out Revolving Credit Dollar Commitment of the Last Out Revolving Loans. (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12.3(a13.3(a), timely shall make available to the Administrative Agent that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12.1 9.1 and shall make available, to the extent not “"covered” " by a Revolving Credit Loan, that Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of any honoring of an L/C.C or a Banker's Acceptance. (ii) In reliance upon such assumption, make available the corresponding amount to the Loan PartiesBorrowers (but the Administrative Agent shall not be obligated to make such amount available to the Borrowers until actual receipt thereof from the Revolving Credit Lenders). (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Administrative Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the other Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available a Revolving Credit Lender’s 's Revolving Credit Commitment Percentage Commitment of one or more Revolving Credit Loans, or any other amount to be made available hereunder or under any of the other Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Administrative Agent within One one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Administrative Agent is an “Administrative Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Loan Parties Borrowers on account of the Revolving Credit Loan or coverage of the subject drawing of a L/C Drawing or Banker's Acceptance which consist of the Administrative Agent’s 's Cover shall be retained by the Administrative Agent until the Administrative Agent’s 's Cover, with interest, has been paid. (iii) The Delinquent Revolving Credit Lender shall pay to the Administrative Agent, on demand, interest at a rate equal to the prevailing federal funds rate Federal Funds Effective Rate on any Administrative Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The Administrative Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Loan Parties Borrowers on account of the Administrative Agent’s 's Cover together with interest until it is repaid. Such payments shall be deemed made first towards the amounts in respect of which the Administrative Agent’s 's Cover was provided and only then towards amounts in which the 104 Delinquent Revolving Credit Lender is then participating. For purposes of distributions to be made pursuant to Section 12.4(a13.4(a) (which relates to ordinary course distributions) or Section 13.6 14.6 (which relates to distributions of proceeds of a Liquidation) below, amounts shall be deemed distributable to a Delinquent Revolving Credit Lender (and consequently, to the Administrative Agent to the extent to which the Administrative Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12.3(c)(iv) 13.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Loan Parties Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Administrative Agent any interest to which the Administrative Agent is then entitled on account of Subsection 12.3(c)(ii) Section 13.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved of any obligation of such Delinquent Revolving Credit Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Lender). (e) A Delinquent Lender may cure its status as a Delinquent Lender by paying the Administrative Agent the aggregate of the following: (i) The Administrative Agent’s Cover (to the extent not previously repaid by the Loan Parties and retained by the Administrative Agent in accordance with Subsection 12.3(c)(iv), above) with respect to that Delinquent Lender. (ii) The aggregate of the amount payable under Subsection 12.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iii) All such costs and expenses as may be incurred by the Administrative Agent in the enforcement of the Administrative Agent’s rights against such Delinquent Lender.