Common use of Non-Advancing Lenders Clause in Contracts

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the Advance, or any Lender shall fail or refuse to advance its Commitment Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advance, the Lenders, or any of them, may elect, each at its sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s portion, pro rata in accordance with the proportion that the Commitment Percentage of each Lender electing to make such advance bears to the Commitment Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, and all proceeds realized from the sale of any collateral securing the Loan (if any) or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereunder) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Revolving Lender shall fail or refuse to advance its Commitment Revolving Loan Percentage of any Advance under the AdvanceRevolving Credit Facility, or any Lender shall fail or refuse to advance its Commitment Aggregate Loan Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, the other Lenders, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that (i) in the Commitment case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Loan Percentage of each Revolving Lender electing to make such advance bears to the Revolving Loan Percentages of all Revolving Lenders electing to make such advance, or (ii) in all other instances, the Aggregate Loan Percentage of each Lender electing to make such advance bears to the Commitment Percentages Aggregate Loan Percentage of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanRevolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any collateral Collateral securing the Loan (if any) Credit Facilities or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Revolving Lenders, or all other Lenders, as applicable, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Revolving Lenders, or all other Lenders, as applicable, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Revolving Lender that advanced only on its own behalf based on its Commitment Revolving Loan Percentage shall be repaid based on such Commitment Revolving Loan Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure Collateral securing the Loan Credit Facilities in the event the same is are distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to either or both of the Loan Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of any Advance under the AdvanceCredit Facility, or any Lender shall fail or refuse to advance its Commitment Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Credit Facility, the Lenders, or any of them, may elect, each at its sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Percentage of each Lender electing to make such advance bears to the Commitment Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanCredit Facility, and all proceeds realized from the sale of any collateral securing the Loan Credit Facility (if any) or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan Credit Facility in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “"Required Lenders” " for any purpose hereunder) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Revolving Lender shall fail or refuse to advance its Commitment Revolving Loan Percentage of any Advance under the AdvanceRevolving Credit Facility, or any Lender shall fail or refuse to advance its Commitment Aggregate Loan Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, the other Lenders, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that (i) in the Commitment case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Loan Percentage of each Revolving Lender electing to make such advance bears to the Revolving Loan Percentages of all Revolving Lenders electing to make such advance, or (ii) in all other instances, the Aggregate Loan Percentage of each Lender electing to make such advance bears to the Commitment Percentages Aggregate Loan Percentage of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanRevolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any collateral Collateral securing the Loan (if any) Credit Facilities or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Revolving Lenders, or all other Lenders, as applicable, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Revolving Lenders, or all other Lenders, as applicable, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Revolving Lender that advanced only on its own behalf based on its Commitment Revolving Loan Percentage shall be repaid based on such Commitment Revolving Loan Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure Collateral securing the Loan Credit Facilities in the event the same is are distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereunder) so long as such Lender remains a non-advancing Lender.such

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the Advance, or any Lender shall fail or refuse to advance its Commitment Loan Percentage of any payment or reimbursement by the Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.39.3, when it is obligated to do so, Administrative Agent shall notifynotify the other Lenders of such failure, in the case of the failure or refusal to fund and such Advance, the remaining Lenders, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Loan Percentage of each Lender electing to make such advance bears to the Commitment Loan Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, and all proceeds realized from the sale of any collateral securing the Loan (if any) Credit Facility or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, Lenders other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Loan Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 9.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the Advance, or any Lender shall fail or refuse to advance its Commitment Loan Percentage of any payment or reimbursement by the Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notifynotify the other Lenders of such failure, in the case of the failure or refusal to fund and such Advance, the remaining Lenders, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Loan Percentage of each Lender electing to make such advance bears to the Commitment Loan Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, Credit Facilities and all proceeds realized from the sale of any collateral Collateral securing the Loan (if any) Credit Facilities or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, Lenders other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Loan Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure Collateral securing the Loan Credit Facilities in the event the same is are distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to the Loan Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-non- advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the Advance, or any Lender shall fail or refuse to advance its Commitment Loan Percentage of any payment or reimbursement by the Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3SECTION 9.3, when it is obligated to do so, Administrative Agent shall notifynotify the other Lenders of such failure, in the case of the failure or refusal to fund and such Advance, the remaining Lenders, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Loan Percentage of each Lender electing to make such advance bears to the Commitment Loan Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, and all proceeds realized from the sale of any collateral securing the Loan (if any) Obligations or from the exercise of right rights of setoff or other remedies under this Agreement or the other Loan Documents, Documents shall be applied, in the manner described below, only to the Lenders, Lenders other than the non-advancing Lender Lenders (and the non-advancing Lender Lenders shall not be entitled to receive the same), ) until the amounts advanced by such advancing Lenders, Lenders on behalf of the non-advancing Lender Lenders (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), ) have been repaid in full. As among Lenders other than the non-advancing LenderLenders, Lenders that advanced funds on behalf of the non-advancing Lender Lenders shall receive the portion the non-advancing Lender Lenders would have been entitled to receive had it they advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender Lenders (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Loan Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 SECTION 9.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender Lenders for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender. If, with respect to any Request for Advance, the remaining Lenders do not fund a non-advancing Lender's Loan Percentage, Borrower's sole recourse shall be against such non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the Advance, or any Revolving Lender shall fail or refuse to advance its Commitment Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its share of any payment or reimbursement by Lenders as required hereunder, or of including without limitation any amount to be funded pursuant to Section 10.3Sections 2.22 or 9.8, when it is obligated to do soso (such Lender, a "non-advancing Lender"), Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, the other Lenders, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that (i) in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Commitment Percentage of each Revolving Lender electing to make such advance bears to the Commitment Percentages of all Revolving Lenders electing to make such advance, or (ii) in all other instances, the Aggregate Loan Percentage of each Lender electing to make such advance bears to the Commitment Percentages Aggregate Loan Percentage of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanRevolving Credit Facility, or Term Loan Facilities, as applicable, and all proceeds realized from the sale of any collateral Collateral securing the Loan (if any) Credit Facilities or from the exercise of any right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Revolving Lenders, or all other Lenders, as applicable, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Revolving Lenders, or all other Lenders, as applicable, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Revolving Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Revolving Loan Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 9.20 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure Collateral securing the Loan Credit Facilities in the event the same is are distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to either or both of the Loan Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a any Lender shall --------------------- fail or refuse to advance its Commitment Percentage of the Advance, or any Lender shall fail or refuse to advance its Commitment Loan Percentage of any payment or reimbursement by the Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.39.3, when it is obligated to do so, Administrative Agent shall notifynotify the other Lenders ----------- of such failure, in the case of the failure or refusal to fund and such Advance, the remaining Lenders, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Loan Percentage of each Lender electing to make such advance bears to the Commitment Loan Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, and all proceeds realized from the sale of any collateral securing the Loan (if any) Credit Facility or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, Lenders other than the non-non- advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-non- advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Loan Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 9.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the ------------ amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Revolving Lender shall fail or refuse to advance its Commitment Revolving Loan Percentage of any Advance under the AdvanceRevolving Credit Facility, or any Lender shall fail or refuse to advance its Commitment Aggregate Loan Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, the other Lenders, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, each at its their sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that (i) in the Commitment case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Loan Percentage of each Revolving Lender electing to make such advance bears to the Revolving Loan Percentages of all Revolving Lenders electing to make such advance, or (ii) in all other instances, the Aggregate Loan Percentage of each Lender electing to make such advance bears to the Commitment Percentages Aggregate Loan Percentage of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanRevolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any collateral Collateral securing the Loan (if any) Credit Facilities or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Revolving Lenders, or all other Lenders, as applicable, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Revolving Lenders, or all other Lenders, as applicable, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Revolving Lender that advanced only on its own behalf based on its Commitment Revolving Loan Percentage shall be repaid based on such Commitment Revolving Loan Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure Collateral securing the Loan Credit Facilities in the event the same is are distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement hereunder or related to either or both of the Loan Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereundervote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of the AdvanceLoan, or any Lender shall fail or refuse to advance its Commitment Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, CREDIT AGREEMENT (Camden Bridge Loan) PAGE 42 Administrative Agent shall notify, in the case of the failure or refusal to fund such AdvanceAdvance the Loan, the Lenders, or any of them, may elect, each at its sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Percentage of each Lender electing to make such advance bears to the Commitment Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the Loan, and all proceeds realized from the sale of any collateral securing the Loan (if any) or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “"Required Lenders” " for any purpose hereunder) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of any Advance under the AdvanceCredit Facility, or any Lender shall fail or refuse to advance its Commitment Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section SECTION 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Credit Facility, the Lenders, or any of them, may elect, each at its sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s 's portion, pro rata in accordance with the proportion that the Commitment Percentage of each Lender electing to make such advance bears to the Commitment Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanCredit Facility, and all proceeds realized from the sale of any collateral securing the Loan Credit Facility (if any) or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section SECTION 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan Credit Facility in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “"Required Lenders” " for any purpose hereunder) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that a Lender shall fail or refuse to advance its Commitment Percentage of any Advance under the AdvanceCredit Facility, or any Lender shall fail or refuse to advance its Commitment Percentage of any payment or reimbursement by Lenders as required hereunder, or of any amount to be funded pursuant to Section 10.3, when it is obligated to do so, Administrative Agent shall notify, in the case of the failure or refusal to fund such Advancemake an Advance under the Credit Facility, the Lenders, or any of them, may elect, each at its sole option and discretion (without any obligation whatsoever to do so), to advance such non-advancing Lender’s portion, pro rata in accordance with the proportion that the Commitment Percentage of each Lender electing to make such advance bears to the Commitment Percentages of all Lenders electing to make such advance. Upon making any such advance, and notwithstanding anything to the contrary expressed or implied herein or in the Notes or any other Loan Document, all subsequent payments made on the LoanCredit Facility, and all proceeds realized from the sale of any collateral securing the Loan Credit Facility (if any) or from the exercise of right of setoff or other remedies under this Agreement or the other Loan Documents, shall be applied, in the manner described below, only to the Lenders, other than the non-advancing Lender (and the non-advancing Lender shall not be entitled to receive the same), until the amounts advanced by such advancing Lenders, on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full. As among Lenders other than the non-advancing Lender, Lenders that advanced funds on behalf of the non-advancing Lender shall receive the portion the non-advancing Lender would have been entitled to receive had it advanced (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), to be applied pro rata in accordance with the amounts advanced by each such advancing Lender, until the amounts advanced by such Lenders on behalf of the non-advancing Lender (together with the interest earned thereon pursuant to this Agreement and the applicable Notes), have been repaid in full; any Lender that advanced only on its own behalf based on its Commitment Percentage shall be repaid based on such Commitment Percentage or its Aggregate Loan Percentage, as applicable. In addition, any Lenders that advance funds on behalf of a non-advancing Lender pursuant to this Section 10.15 shall (i) receive a proportionate share (based on the amounts so advanced by such Lenders) of the amount the non-advancing Lender would have been entitled to receive of any distribution of any collateral that may ever be given to secure the Loan Credit Facility in the event the same is distributed among the Lenders, and (ii) have a claim against such non-advancing Lender for the amounts so advanced and shall be entitled to all rights and remedies at law or in equity to recover any unpaid amounts. A non-advancing Lender shall not be entitled to vote on any matters under this Agreement or related to the Loan Credit Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a vote or otherwise in the determination of the “Required Lenders” for any purpose hereunder) so long as such Lender remains a non-advancing Lender.