Reimbursement by Banks. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Bank’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Bank in connection with such capacity. The obligations of the Banks under this subsection (c) are subject to the provisions of Section 3.14.
Reimbursement by Banks. To the extent that a Borrower for any reason fails to indefeasibly pay any amount required under Sections 15 or 16 to be paid by such Borrower to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Bank’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity.
Reimbursement by Banks. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under §18.1 to be paid by them to the Agents (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to such Agent(s) (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Bank’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent(s) (or any such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for such Agents (or any such sub-agent) or Issuing Bank in connection with such capacity. The obligations of the Banks under this §18.2 are several and not joint.
Reimbursement by Banks. To the extent that an Account Party for any reason fails to pay any amount required under this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), Fronting Issuing Bank, or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent), Fronting Issuing Bank, or such Related Party, as the case may be, such Bank’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Bank’s share of the unused Commitments and Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Bank), such payment to be made severally among them based on such Banks’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), Fronting Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), or Fronting Issuing Bank in connection with such capacity.
Reimbursement by Banks. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to such Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Bank’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Bank’s share of the Total Outstanding Amount at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Bank); provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for such Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Banks under this paragraph (c) are several and not joint.
Reimbursement by Banks. To the extent that the Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Term B Facility Agent (and any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent), the Term B Facility Agent (and any sub-agent thereof), the Collateral Agent (or any such sub-agent), such Issuing Bank or such Related Party, as the case may be, such Bank’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Term B Facility Agent (or any sub-agent thereof), the Collateral Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Term B Facility Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Banks under this subsection (c) are subject to the provisions of Section 3.14.
Reimbursement by Banks. Issuing Bank irrevocably agrees to grant ---------------------- and hereby grants to each Bank, and, each Bank irrevocably agrees to accept and purchase and hereby accepts and purchases from Issuing Bank, on the terms and conditions hereinafter stated, for such Bank's own account and risk an undivided interest equal to such Bank's Percentage of Issuing Bank's obligations and rights under each Letter of Credit issued hereunder and the amount of each draft paid by Issuing Bank thereunder. In the event that Company should fail to pay Issuing Bank on demand the amount of any draft or other request for payment drawn under a Letter of Credit as provided in Section 2.05(c)(i), each Bank shall, before 2:00 p.m., Fort Worth, Texas time, on the Business Day Issuing Bank shall have given notice to Banks of Company's failure to so pay Issuing Bank, pay to Issuing Bank at Issuing Bank's offices, or at such other office of which Issuing Bank shall have given Banks written notice, in Dollars and in same day funds, such Bank's Percentage of the amount of such draft or other request for payment from Company plus interest on such amount from the date Issuing Bank shall have paid such draft or request for payment to the date of such payment by such Bank at the Federal Funds Rate. Each Bank's obligation to reimburse Issuing Bank pursuant to the terms of this Section is irrevocable and unconditional. Whenever, at any time after Issuing Bank has made payment under any Letter of Credit, and has received from any Bank its Percentage of such payment in accordance with this subsection, Issuing Bank receives any payment related to such Letter of Credit (whether directly from Company or otherwise, including proceeds of collateral applied thereto by Issuing Bank), or any payment of interest on account thereof, Issuing Bank will distribute to such Bank its Percentage thereof; provided, however, that in the event that any such payment received by Issuing Bank shall be required to be returned by Issuing Bank, such Bank shall return to Issuing Bank the portion thereof previously distributed by Issuing Bank to it. Each Bank shall indemnify and hold Issuing Bank harmless from and against any and all losses, liabilities (including, without limitation, liabilities for penalties), actions, suits, judgments, demands, damages, costs and expenses (including, without limitation, attorneys' fees and expenses) resulting from any failure on the part of such Bank to provide, or from any delay in provi...
Reimbursement by Banks. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under §18.1 to be paid by them to the Agents (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to such Agent(s) (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Bank’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount within three (3) Business Days after demand therefor, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent(s) (or any such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for such Agents (or any such sub-agent) or Issuing Bank in connection with such capacity. The obligations of the Banks under this §18.2 are several and not joint.
Reimbursement by Banks. To the extent that the Company for any reason fails to indefeasibly pay any amount required under Section 14.6.1 or 14.6.2 to be paid by it to the Administrative Agent (or any sub-agent thereof) or the Issuing Bank or any of their respective Affiliates, or any officer, director, employee, partner, agent or advisor of any of the foregoing (each such Person, an “Agent-Related Person”), each Bank severally agrees to pay to such Agent-Related Person such Bank’s Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Issuing Bank in its capacity as such, or against any other Agent-Related Person acting for the Administrative Agent (or any such sub-agent) or the Issuing Bank in connection with such capacity.
Reimbursement by Banks. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under Section 10.3.1 [Costs and Expenses] or Section 10.3.2 [Indemnification by the Loan Parties] to be paid by them to the Administrative Agent (or any sub-agent thereof), the Canadian Agent (and any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing, each Bank severally agrees to pay to the Administrative Agent (or any such sub-agent), the Canadian Agent (and any sub-agent thereof), such Issuing Bank or such Related Party, as the case may be, such Bank's Omnibus Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Canadian Agent (and any sub-agent), or any Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Canadian Agent (or any such sub-agent) or Issuing Bank in connection with such capacity.
