Common use of Non-Advancing Lenders Clause in Contracts

Non-Advancing Lenders. In the event that Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its 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 make 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, at their 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 (i) in the 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 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the 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 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 Revolving Loan Percentage shall be repaid based on such 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that Revolving a Lender shall fail or refuse to advance its Revolving Loan Commitment Percentage of any Advance under the Revolving Credit FacilityAdvance, or any Lender shall fail or refuse to advance its Aggregate Loan 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 make an Advance under the Revolving Credit Facilityfund such Advance, 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 their 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 (i) in the 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 Commitment Percentage of each Lender electing to make such advance bears to the Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicableLoan, and all proceeds realized from the sale of any Collateral collateral securing the Credit Facilities 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 Revolving the 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 Revolving Loan Commitment Percentage shall be repaid based on such Revolving Loan 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 securing collateral that may ever be given to secure the Credit Facilities Loan in the event the same are 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 hereunder under this Agreement or related to either or both of the Credit Facilities Loan (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a votevote 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 Revolving a Lender shall fail or refuse to advance its Revolving Loan Commitment Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate Loan 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 make 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 their 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 (i) in the 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 Commitment Percentage of each Lender electing to make such advance bears to the Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral collateral securing the Credit Facilities 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 Revolving the 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 Revolving Loan Commitment Percentage shall be repaid based on such Revolving Loan 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 securing collateral that may ever be given to secure the Credit Facilities Facility in the event the same are is distributed among 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 hereunder under this Agreement or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a votevote 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 Revolving any Lender shall --------------------- fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate 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 notify, in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, notify the other LendersLenders ----------- of such failure, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, at their 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 (i) in the 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 Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the Credit Facilities 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lender that advanced only on its own behalf based on its Revolving Loan Percentage shall be repaid based on such 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 9.15 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that Revolving a Lender shall fail or refuse to advance its Revolving Loan Commitment Percentage of any Advance under the Revolving Credit FacilityLoan, or any Lender shall fail or refuse to advance its Aggregate Loan 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 make an Advance under the Revolving Credit FacilityLoan, 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 their 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 (i) in the 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 Commitment Percentage of each Lender electing to make such advance bears to the Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicableLoan, and all proceeds realized from the sale of any Collateral collateral securing the Credit Facilities 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 Revolving the 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 Revolving Loan Commitment Percentage shall be repaid based on such Revolving Loan 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 securing collateral that may ever be given to secure the Credit Facilities Loan in the event the same are 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 hereunder under this Agreement or related to either or both of the Credit Facilities Loan (and its interest shall be excluded for purposes of determining the requisite percentage or number of the Lenders for a votevote 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 Revolving Loan Commitment Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate Loan Percentage 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 make 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, at their 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 (i) in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Loan Commitment Percentage of each Revolving Lender electing to make such advance bears to the Revolving Loan 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 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 Revolving Credit Facility, or both Credit Term Loan Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the 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 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 Revolving Loan Commitment Percentage shall be repaid based on such 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that Revolving a Lender shall fail or refuse to advance its Revolving Loan Commitment Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate Loan 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 make 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 their 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 (i) in the 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 Commitment Percentage of each Lender electing to make such advance bears to the Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral collateral securing the Credit Facilities 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 Revolving the 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 Revolving Loan Commitment Percentage shall be repaid based on such Revolving Loan 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 securing collateral that may ever be given to secure the Credit Facilities Facility in the event the same are is distributed among 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 hereunder under this Agreement or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a votevote 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 Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate 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 notify, in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, notify the other LendersLenders of such failure, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, at their 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 (i) in the 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 Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, Facilities and all proceeds realized from the sale of any Collateral securing the 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lender that advanced only on its own behalf based on its Revolving Loan Percentage shall be repaid based on such 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-non- advancing Lender.

Non-Advancing Lenders. In the event that Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its 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 make 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, at their 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 (i) in the 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 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the 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 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 Revolving Loan Percentage shall be repaid based on such 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.such

Non-Advancing Lenders. In the event that Revolving a Lender shall fail or refuse to advance its Revolving Loan Commitment Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate Loan 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 make 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 their 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 (i) in the 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 Commitment Percentage of each Lender electing to make such advance bears to the Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral collateral securing the Credit Facilities 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 Revolving the 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 Revolving Loan Commitment Percentage shall be repaid based on such Revolving Loan 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 securing collateral that may ever be given to secure the Credit Facilities Facility in the event the same are is distributed among 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 hereunder under this Agreement or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a votevote 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 Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its 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 make 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, at their 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 (i) in the 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 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the 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 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 Revolving Loan Percentage shall be repaid based on such 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.

Non-Advancing Lenders. In the event that Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate 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 notify, in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, notify the other LendersLenders of such failure, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, at their 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 (i) in the 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 Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the Credit Facilities 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lender that advanced only on its own behalf based on its Revolving Loan Percentage shall be repaid based on such 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 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) 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 Revolving Lender shall fail or refuse to advance its Revolving Loan Percentage of any Advance under the Revolving Credit Facility, or any Lender shall fail or refuse to advance its Aggregate 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 notify, in the case of the failure or refusal to make an Advance under the Revolving Credit Facility, the Revolving Lenders, and, in all other instances, notify the other LendersLenders of such failure, and such remaining Revolving Lenders or all other Lenders, as applicable, or any of them, may elect, at their 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 (i) in the 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 Aggregate Loan Percentage 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 Revolving Credit Facility, or both Credit Facilities, as applicable, and all proceeds realized from the sale of any Collateral securing the Credit Facilities 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lenders, or all other Lenders, as applicable, 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 Revolving Lender that advanced only on its own behalf based on its Revolving Loan Percentage shall be repaid based on such 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 9.15 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 securing the Credit Facilities in the event the same are distributed among 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 hereunder or related to either or both of the Credit Facilities Facility (and its interest shall be excluded for purposes of determining the requisite percentage or number of Lenders for a vote) so long as such Lender remains a non-advancing Lender.