Common use of Agent's Covering of Fundings Clause in Contracts

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), timely shall make available to the 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. (ii) In reliance upon such assumption, make available the corresponding amount to the Borrower. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the 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 Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Agent within one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Borrower on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Agent’s Cover shall be retained by the Agent until the Agent’s Cover, with interest, has been paid by the Delinquent Revolving Credit Lender. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate on any Agent’s Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower on account of the 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 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(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 Revolving Credit Lender (and consequently, to the Agent to the extent to which the 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), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of 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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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 drawing (to the extent that such L/C Drawing drawing is not “covered” by a Revolving Credit Loan as provided herein). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), Lender timely shall make available to the Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12-115.1(a) of this Agreement. (ii) In reliance upon such assumption, make available the corresponding amount to the Borrower. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Agent makes available, a Revolving Credit Lender’s Revolving Credit Percentage Commitment of one or more Revolving Credit Loans, L/C drawings, or any other amount to be made available hereunder or under any of the Loan DocumentsDocuments with respect to the Revolving Credit, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Agent within one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” (and is so referred to herein)”. (ii) All interest paid by the Borrower on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist consists of the Agent’s Cover shall be retained by the Agent until the Agent’s Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Effective Rate during the period during which such amount remains unpaid, on any the principal balance of the Agent’s Cover, from the date of the making of the Agent’s Cover in respect of that Delinquent Revolving Credit Lenderto until repaid. (iv) The 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 Borrower on account of the Agent’s Cover together with interest until it is repaidrepaid by the applicable Delinquent Lender. Such payments shall be deemed made first towards the amounts in respect of which the 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(a) 15.4 (which relates to ordinary course distributions) or Section 13-6 17.6 (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 Agent to the extent to which the 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)(ivSection 15.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 12-3(c)(ii15.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved relieved, by virtue of any Agent’s Cover or otherwise, 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 Agent the aggregate of the following: (i) The Agent’s Cover (to the extent not previously repaid by the Borrower and retained by the Agent in accordance with Subsection 15.3(c)(iv), above) with respect to that Delinquent Lender. (ii) Plus (iii) Any interest payable under Section 15.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender).

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). (b) In all circumstances, the Administrative Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 1211-3(a2(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 1211-1. (ii) In reliance upon such assumption, make available the corresponding amount to the BorrowerBorrowers. (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 Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Administrative Agent makes available, a Revolving Credit Lender’s Lenders 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 Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit 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 “Agent’s Cover” "ADMINISTRATIVE AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Borrower 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 by the Delinquent Revolving Credit Lenderpaid. (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 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 Borrower 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 1211-4(a3(a) (which relates to ordinary course distributions) or Section 1312-6 (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 1211-3(c)(iv2(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower 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 Section 1211-3(c)(ii2(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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit Percentage Commitment Pro Rata Share of the following: (i) Each Revolving Credit LoanAdvance, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of the Revolving Credit LoansPro Rata Share. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment Pro Rata Share of each L/C Drawing Disbursement (to the extent that such L/C Drawing Disbursement is not “covered” by a Revolving Credit Loan an Advance as provided herein). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), Lender timely shall make available to the Agent that Revolving Credit Lender’s Revolving Credit Percentage Commitment Pro Rata Share of each Revolving Credit LoanAdvance, notice of which is provided pursuant to Section 12-112 and shall make available, to the extent not “covered” by an Advance, that Lender’s Pro Rata Share of any honoring of a Letter of Credit. (ii) In reliance upon such assumption, make available the corresponding amount to the BorrowerBorrowers. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Agent makes available, a Revolving Credit Lender’s Revolving Credit Percentage Commitment Pro Rata Share of one or more Revolving Credit LoansAdvances, or any other amount to be made available hereunder or under any of the Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”) fails to provide to the Agent within one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” (and is so referred to herein). (ii) All interest paid by the Borrower Borrowers on account of the Revolving Credit Loan Advances or coverage of the subject L/C Drawing Disbursement which consist of the Agent’s Cover shall be retained by the Agent and applied by Agent to Agent’s Cover until the Agent’s Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Defaulting Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate federal funds rate on any Agent’s Cover in respect of that Delinquent Revolving Credit Defaulting Lender. (iv) The Agent shall have succeeded to all rights to payment to which the Delinquent Revolving Credit Defaulting Lender otherwise would have been entitled hereunder in respect of those amounts paid by or in respect of the Borrower Borrowers on account of the 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 Agent’s Cover was provided and only then towards amounts in which the Delinquent Revolving Credit Defaulting 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) belowhereunder, amounts shall be deemed distributable to a Delinquent Revolving Credit Defaulting Lender (and consequently, to the Agent to the extent to which the Agent is then entitled) at the highest level of distribution (if applicable) at which the Delinquent Revolving Credit Defaulting Lender would otherwise have been entitled to a distribution. (v) Subject to Subsection 12-3(c)(iv)Section 17.18 and except as otherwise provided herein, the Delinquent Revolving Credit Defaulting Lender shall be entitled to receive any payments from the Borrower Borrowers to which the Delinquent Revolving Credit Defaulting Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 12-3(c)(ii), Section17.18 above. (d) A Delinquent Revolving Credit Defaulting Lender shall not be relieved of any obligation of such Delinquent Revolving Credit and except as otherwise provided herein Lender hereunder (all and each of which shall constitute continuing obligations on the part of any Delinquent Revolving Credit Defaulting Lender). (e) A Defaulting Lender may cure its status as a Defaulting Lender by paying the Agent the aggregate of the following: (i) The Agent’s Cover (to the extent not previously repaid by the Borrowers and retained by the Agent in accordance with Section 17.18 above) with respect to that Defaulting Lender. Plus (ii) The aggregate of the amount payable under Section 17.18 above (which relates to interest to be paid by that Defaulting Lender). Plus (iii) All such costs and expenses as may be incurred by the Agent in the enforcement of the Agent’s rights against such Defaulting Lender.

Agent's Covering of Fundings. (a) Each Revolving Credit Tranche A Lender shall make available to the Agent, as provided herein, that Revolving Credit Tranche A Lender’s Revolving Credit 's Commitment Percentage Commitment of the following: (i) Each Revolving Credit 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 LoansCommitment. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit Dollar Commitment of each Each L/C Drawing (to the extent that such L/C Drawing is not “"covered” " by a Revolving Credit Loan as provided herein). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), Tranche A Lender timely shall make available to the Agent that Revolving Credit Tranche A Lender’s Revolving Credit 's Tranche A Commitment Percentage Commitment of each Revolving Credit Loan, Loan notice of which is provided pursuant to Section 12-112.1 and shall make available, to the extent not "covered" by a Revolving Credit Loan, its Tranche A Commitment Percentage of each L/C Drawing. (ii) In reliance upon such assumption, make available the corresponding amount to the BorrowerBorrowers. (iii) Assume that each Revolving Credit Tranche A Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Tranche A Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Agent makes available, available advances or pays a Revolving Credit Tranche A Lender’s Revolving Credit 's Tranche A Commitment Percentage Commitment of one (1) or more Revolving Credit Loans, L/C drawings, or any other amount to be made available hereunder or under any of the Loan DocumentsDocuments with respect to the Revolving Credit, which amount amounts a Revolving Credit Tranche A Lender (a “Delinquent Revolving Credit Lender”"DELINQUENT TRANCHE A LENDER") fails to provide to the Agent within one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” (and is so referred to herein)"AGENT'S COVER". (ii) All interest paid by the Borrower Borrowers on account of the a Revolving Credit Loan or coverage of the subject a L/C Drawing drawing which consist of the relate to an Agent’s 's Cover shall be retained by the Agent until the Agent’s Cover, with interest, 's Cover has been paid with interest by the applicable Delinquent Revolving Credit Tranche A Lender. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate on any Agent’s Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower on account of the 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 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(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 Revolving Credit Lender (and consequently, to the Agent to the extent to which the 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), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of 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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 1212:12-3(a), timely shall make available to the 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 1212:12-1. (ii) In reliance upon such assumption, make available the corresponding amount to the BorrowerBorrowers. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the 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 Loan Documents, which amount a Revolving Credit Lender (a “"Delinquent Revolving Credit Lender”") fails to provide to the Agent within one One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “" Agent’s 's Cover” " (and is so referred to herein). (ii) All interest paid by the Borrower Borrowers on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Agent’s 's Cover shall be retained by the Agent until the Agent’s 's Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate federal funds rate on any Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower Borrowers on account of the 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 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 1212:12-4(a) (which relates to ordinary course distributions) or Section 1313:13-6 (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 Agent to the extent to which the 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 1212:12-3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 1212:12-3(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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a12.3(a), timely shall make available to the Agent that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12-1.12.1 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 BorrowerBorrowers. (iii) (Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the 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 Loan Documents, which amount a Revolving Credit Lender (a “"Delinquent Revolving Credit Lender”") fails to provide to the Agent within one One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “"Agent’s 's Cover” " (and is so referred to herein). (ii) All interest paid by the Borrower Borrowers on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Agent’s 's Cover shall be retained by the Agent until the Agent’s 's Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate federal funds rate on any Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower Borrowers on account of the 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 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(a12.3(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 Agent to the extent to which the 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)(iv12.2(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 12-3(c)(ii12.2(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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a12.3(a), timely shall make available to the Agent that Revolving Credit Lender’s 's Revolving Credit Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12-1.12.1 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 BorrowerLoan Parties. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the 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 Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit "DELINQUENT REVOLVING CREDIT Lender”") fails to provide to the Agent within one One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” " AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Borrower Borrowers on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Agent’s 's Cover shall be retained by the Agent until the Agent’s 's Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate federal funds rate on any Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower Borrowers on account of the 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 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 Agent to the extent to which the 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)(iv12.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower Borrowers to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 12-3(c)(ii12.3(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).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the 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). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), timely shall make available to the 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. (ii) In reliance upon such assumption, make available the corresponding amount to the Borrower. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the 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 Loan Documents, which amount a Revolving Credit Lender (a “Delinquent Revolving Credit Lender”"DELINQUENT REVOLVING CREDIT LENDER") fails to provide to the Agent within one One (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “Agent’s Cover” "AGENT'S COVER" (and is so referred to herein). (ii) All interest paid by the Borrower on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist of the Agent’s 's Cover shall be retained by the Agent until the Agent’s 's Cover, with interest, has been paid by the Delinquent Revolving Credit Lender. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Rate federal funds rate on any Agent’s 's Cover in respect of that Delinquent Revolving Credit Lender. (iv) The 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 Borrower on account of the 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 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(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 Revolving Credit Lender (and consequently, to the Agent to the extent to which the 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), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of 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 Revolving Credit Lender may cure its status as a Delinquent Revolving Credit Lender by paying the Agent the aggregate of the following: (i) The Agent's Cover (to the extent not previously repaid by the Borrower and retained by the Agent in accordance with Subsection , above) with respect to that Delinquent Revolving Credit Lender. (i) The aggregate of the amount payable under Subsection , above (which relates to interest to be paid by that Delinquent Revolving Credit Lender).

Agent's Covering of Fundings. (a) Each Revolving Credit Lender shall make available to the Agent, as provided herein, that Revolving Credit Lender’s Revolving Credit 's Percentage Commitment of the following: (i) Each Revolving Credit Loan, up to the maximum amount of that Revolving Credit Lender’s Revolving Credit 's Dollar Commitment of the Revolving Credit Loans. (ii) Up to the maximum amount of that Revolving Credit Lender’s Revolving Credit 's Dollar Commitment of each L/C Drawing drawing (to the extent that such L/C Drawing drawing is not “"covered” " by a Revolving Credit Loan as provided herein). (b) In all circumstances, the Agent may: (i) Assume that each Revolving Credit Lender, subject to Section 12-3(a), Lender timely shall make available to the Agent that Revolving Credit Lender’s Revolving Credit 's Percentage Commitment of each Revolving Credit Loan, notice of which is provided pursuant to Section 12-116.1(a) of this Agreement. (ii) In reliance upon such assumption, make available the corresponding amount to the Borrower. (iii) Assume that each Revolving Credit Lender timely shall pay, and shall make available, to the Agent all other amounts which that Revolving Credit Lender is obligated to so pay and/or make available hereunder or under any of the Loan Documents. (c) In the event that, in reliance upon any of such assumptions, the Agent makes available, a Revolving Credit Lender’s Revolving Credit 's Percentage Commitment of one or more Revolving Credit Loans, L/C drawings, or any other amount to be made available hereunder or under any of the Loan DocumentsDocuments with respect to the Revolving Credit, which amount a Revolving Credit Lender (a “"Delinquent Revolving Credit Lender”") fails to provide to the Agent within one (1) Business Day of written notice of such failure, then: (i) The amount which had been made available by the Agent is an “"Agent’s 's Cover” (and is so referred to herein)". (ii) All interest paid by the Borrower on account of the Revolving Credit Loan or coverage of the subject L/C Drawing which consist consists of the Agent’s 's Cover shall be retained by the Agent until the Agent’s 's Cover, with interest, has been paid by the Delinquent Revolving Credit Lenderpaid. (iii) The Delinquent Revolving Credit Lender shall pay to the Agent, on demand, interest at a rate equal to the prevailing Federal Funds Effective Rate during the period during which such amount remains unpaid, on any 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 Revolving Credit Lenderto until repaid. (iv) The 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 Borrower on account of the Agent’s 's Cover together with interest until it is repaidrepaid by the applicable Delinquent Lender. Such payments shall be deemed made first towards the amounts in respect of which the 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(a) 16.4 (which relates to ordinary course distributions) or Section 13-6 18.6 (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 Agent to the extent to which the 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)(ivSection 16.3(c)(iv), the Delinquent Revolving Credit Lender shall be entitled to receive any payments from the Borrower to which the Delinquent Revolving Credit Lender is then entitled, provided however there shall be deducted from such amount and retained by the Agent any interest to which the Agent is then entitled on account of Section 12-3(c)(ii16.3(c)(ii), above. (d) A Delinquent Revolving Credit Lender shall not be relieved relieved, by virtue of any Agent's Cover or otherwise, 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 Agent the aggregate of the following: (i) The Agent's Cover (to the extent not previously repaid by the Borrower and retained by the Agent in accordance with Subsection 16.3(c)(iv), above) with respect to that Delinquent Lender. (ii) Plus (iii) Any interest payable under Section 16.3(c)(iii), above (which relates to interest to be paid by that Delinquent Lender). (iv) Plus (v) All such costs and expenses as may be incurred by the Agent in the enforcement of the Agent's rights against such Delinquent Lender.