Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this this‌ paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agents agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agents) agent), the applicable Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e‎2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails to indefeasibly pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it them to the Administrative Agent or Collateral any Agent (or any sub-agents agent thereof) ), L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agents) agent), L/C Issuer or such Related Party, as the case may bebe (but, in each case, without affecting the Borrowers’ obligations with respect thereto), such Lender’s pro rata share Aggregate Revolving Commitment Percentage or, in the case of L/C Obligations, L/C Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral such Agent (or any such sub-agentsagent), L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral such Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoing), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may beagent), such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further 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 Collateral Agent (or any such sub-agentsagent), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails to indefeasibly pay any amount required under paragraph subsection (a), (b) or (bc) of this Section to be paid by it the Loan Parties to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), Issuing Bank or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share Applicable Revolving Percentage and/or Applicable Term Loan Percentage, as applicable (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cd) are subject to the provisions of Section 2.12(e2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any thereof (but without limiting the obligation of the foregoingBorrowers under such subsection), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , provided that 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 Collateral any such sub-agent) in its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), any L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or any L/C Issuer in connection with such capacity, other than, as to any Indemnitee, to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents thereof) agent or any Related Party of any of the foregoingthereof), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent or such Related Party, as the case may be, ) such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, 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 Collateral any such sub-agent or Related Party acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity). The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agents agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agents) agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share of the Obligations (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or the Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingforegoing (it being acknowledged that, for the avoidance of doubt, such required amounts do not include any fees arising solely from the Fee Letter), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timethe basis of total Loans and Commitments then outstanding) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cb) are subject to the provisions of Section 2.12(e2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower Party for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Letter of Credit Issuer or any Related Party of any of the foregoingforegoing (but without releasing such Borrower Party from its obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Letter of Credit Issuer or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , 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 Collateral Agent (or any such sub-agentsagent), the Letter of Credit Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or the Letter of Credit Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoing), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agentsagent), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent); provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in connection accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 11.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such capacityproviso. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Collateral Agent or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans at the time.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent (or any sub-agents agent thereof) ), the L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or the Collateral Agent (or any such sub-agents) agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that , provided, further 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 Collateral Agent (or any such sub-agents)agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agentsagent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents sub‑agent thereof) or an Issuing Lender, or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) sub‑agent), such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral Agent (or any such sub-agents)sub‑agent) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentssub‑agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)several obligations.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in cash in full any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), Collateral Agent or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent), Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); 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 Collateral Agent (or any such sub-agentsagent), Collateral Agent (or any sub-agent thereof) or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacityor Collateral Agent (or any sub-agent thereof). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)2.14.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Collateral Agent, the Collateral Trustee or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Collateral Agent (or any sub-agent thereof), the Collateral Trustee or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral Agent (or any such sub-agentsagent), the Collateral Trustee, the Collateral Agent (or any sub-agent thereof) or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) or the Collateral Trustee in connection with such capacity. The obligations For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Lenders under this paragraph (c) are subject to sum of the provisions of Section 2.12(e)total Loans Outstanding and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), or any of its Related Party of any of the foregoingParties, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or any such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any of such Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) Parties in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agents agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agents) agent), the applicable Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or the Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to pay indefeasibly pay any amount required under paragraph (aSections 12.03(a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral any Agent (or any sub-agents agent thereof) ), any Joint Arranger,any Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agents) agent), such Joint Arranger, such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral such Agent (or any such sub-agentsagent), such Joint Arranger 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 Collateral such Agent (or any such sub-agents) agent), such Joint Arranger or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower under such subsection), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that , provided, further 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 Collateral Agent (or any such sub-agentsagent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingthereof, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, 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 Collateral any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cd) are subject to the provisions of Section 2.12(e2.10(b).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the LC Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the LC Issuer or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount in proportion to their respective Commitments (or, if the Commitments have been terminated in proportion to their Commitments immediately prior to such termination (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that the unreimbursed expense or of indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or Collateral Agent (or any such sub-agents)agent) or the LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s Applicable Percentage at such timeportion of Loans, commitments and risk participations with respect to the Revolving Credit Facility) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.13(e).

Reimbursement by Lenders. To the extent that the either Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including exclusive of any such unpaid amount principal or interest with respect to Loans owed to the Administrative Agent in respect of its capacity as a claim asserted by such Lender); , 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 Collateral Agent (or any such sub-agents)subagent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Collateral Agent or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral Agent (or any such sub-agents)agent) or the Collateral Agent (or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)2.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the L/C Issuer or such Related Party, as the case may be, a percentage of such unpaid amount equal to the sum of such Lender’s pro rata share Revolver Applicable Percentage or Term Loan Applicable Percentage, or both as applicable (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral an Agent (or any sub-agents agent thereof) ), the L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting the Borrower’s obligations to pay such amounts, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agents) agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such except unpaid amount amounts relating to upfront closing fees provided in respect of a claim asserted by such Lenderthe Fee Letters); , 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 Collateral such Agent (or any such sub-agents)agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral such Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) Section 9.1 or (b) of this Section 9.2 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agentsagent), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Issuing Lender or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), any Issuing Bank or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), such Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the aggregate principal amount of the Advances and the Available Amount of all outstanding Letters of Credit at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agentsagent), such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) agent), such Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e2.02(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoing, thereof each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Commitment at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 Collateral any such sub-agent) or against any Related Party thereof acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that any of the Borrower Loan Parties for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent (or any sub-agents thereofagent of either of the foregoing) or any Related Party of any of the foregoing, but without limiting the obligation of Holdings and the Borrower to do so, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or the Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.09(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the L/C Issuer, or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the L/C Issuer, or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , 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 Collateral Agent (or any such sub-agents)agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), any L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or any L/C Issuer in connection with such capacity, other than, as to any Indemnitee, to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)2.12(d) .

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Collateral Agent or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent), the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).or

Reimbursement by Lenders. To the extent that the Borrower AXIS Capital for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the L/C Administrator, the Fronting Banks or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the L/C Administrator, the Fronting Banks or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , 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 Collateral Agent (or any such sub-agents)agent) or the Applicable Issuing Party in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or the Applicable Issuing Party in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or or, in any case, any sub-agents agent thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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, the Collateral Agent or the Mine Collateral Agent (or any such sub-agents), agent) or against any Related Party of any of the foregoing acting for the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Section 2.12(e2.16(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a‎(a) or (b‎(b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c‎(c) are subject to the provisions of Section 2.12(e‎2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Company and the Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the LC Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the LC Issuer or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount in proportion to their respective Commitments (or, if the Commitments have been terminated in proportion to their Commitments immediately prior to such termination (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that the unreimbursed expense or of indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or Collateral Agent (or any such sub-agents)agent) or the LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent or Collateral either Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingthereof, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agentssubagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, 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 Collateral such Agent (or any such sub-agentsagent), or against any Related Party of any of the foregoing thereof acting for the Administrative Agent or Collateral such Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.09(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) Section 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Syndication Agent, the Issuing Lender or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Syndication Agent, the Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agentsagent), the Syndication Agent or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Syndication Agent or Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), each Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata ratable share (based on the aggregate Commitments and Loans of such Lender in comparison to the aggregate Commitments and Loans of all Lenders) (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or any Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(eSECTION 2.01(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (aa)(i) or (bb)(i) of this Section 14.03 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Arranger or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); 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 Collateral Agent (or any such sub-agents), agent) or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)2.17. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Exposure of all Lenders at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agents agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agents) agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Swing Line Lender or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , provided further 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 Collateral Agent (or any such sub-agents)agent) or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Co-Borrowers (or any other Loan Party pursuant to any other Loan Document (other than the Warrant)) for any reason fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(eSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by such Borrower, but without affecting such Borrower’s obligation (if any) to make such payment, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).sub-

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (asubsection ‎(a) or (b‎(b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoing, thereof each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Commitment at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 Collateral any such sub-agent) or against any Related Party thereof acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph (csubsection ‎(c) are subject to the provisions of Section 2.12(e‎2.10(d).

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the outstanding Term Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(eSections 2.1, and 2.20(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) Pro Rata Share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Pro Rata Share (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 Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents thereof) agent or any Related Party of any of the foregoingthereof), each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent or such Related Party, as the case may be, ) such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, 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 Collateral any such sub-agent or Related Party acting for the Administrative Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity). The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.10(d).. 90 67688554_7

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails to indefeasibly pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it them to the Administrative Agent or Collateral any Agent (or any sub-agents agent thereof) ), L/C Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agents) agent), L/C Issuer or such Related Party, as the case may bebe (but, in each case, without affecting the Borrowers’’ obligations with respect thereto), such Lender’’s pro rata share Aggregate Revolving Commitment Percentage or, in the case of L/C Obligations, L/C Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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 Collateral such Agent (or any such sub-agentsagent), L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral such Agent (or any such sub-agentsagent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.11(d).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).sub- 264461831

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent or Collateral any Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingforegoing or, to the extent that any Agent, acting in its capacity as such and pursuant to or as a result of the direction of the Required Lenders, commits a material breach of its obligations hereunder or any other Loan Document, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral such Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral such Agent (or any such sub-agentsagent), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Section 2.12(e2.09(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph Subsections 11.13.1 (aCosts and Expenses) or and 11.13.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the Issuing Bank or such its Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at by dividing (x) the amount of outstanding Loans of such timeLender by (y) the amount of outstanding Loans of all Lenders) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) Subsection 11.13.3 are subject to the provisions of Section 2.12(e2.8 (Lenders’ Obligations Several).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) or any Related Party of any of the foregoingthereof, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Commitment Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided provided, that the unreimbursed expense or indemnified loss, obligation, claim, damage, liability liability, penalty, action, judgment, suit, cost or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or Collateral Agent (or any such sub-agents)agent) in its capacity as such, or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e)several and not joint.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph Subsections 11.14.1 (aCosts and Expenses) or and 11.14.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such its Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Facility at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided 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 Collateral Agent (or any such sub-agents)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 Collateral Agent (or any such sub-agentsagent) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) Subsection 11.14.3 are subject to the provisions of Section 2.12(e2.5 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph Subsections 11.14.1 (aCosts and Expenses) or and 11.14.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), an Issuing Bank or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or any such Issuing Bank or any Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a the claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents)agent) or an Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) Subsection 11.14.3 are subject to the provisions of Section 2.12(e2.6 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Borrower Company and the Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or Collateral Agent (or any sub-agents agent thereof) ), the LC Issuer or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) agent), the LC Issuer or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount in proportion to their respective Commitments (or, if the Commitments have been terminated in proportion to their Commitments immediately prior to such termination (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that the unreimbursed expense or of indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or Collateral Agent (or any such sub-agents)agent) or the LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentsagent) or LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).

Reimbursement by Lenders. 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 the Administrative Agent or Collateral Agent (or any sub-agents thereof) or any Related Party of any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agents) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Collateral Agent (or any such sub-agents), or against any Related Party of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agents) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.12(e).paragraph