Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section above to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any of its Related Party Parties, but without relieving the Borrower of any of the foregoingits obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, such or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent or Collateral Agent (or any sub-agent 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-agentagents) 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 share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstanding, a claim asserted by such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time Lender); provided 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-agentagents), 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-agent), agents) in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d‎2.12(e).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative an Agent (or any sub-agent thereof) ), an Issuing Bank, a Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Applicable Agent (or any such sub-agent) ), the Applicable Issuing Bank, the Applicable 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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, 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 Applicable Agent (or any such sub-agent), the Applicable Issuing Bank or the Applicable Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Applicable Agent (or any such sub-agent), Applicable Issuing Bank or the Applicable Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 8.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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) 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 Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, Pro Rata Share at 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 soughttime), 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, agent or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) §18.2 or (b) of this Section §18.3 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingforegoing (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Total Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) §16.6 are subject several and the failure or refusal of any Lender to reimburse the provisions Administrative Agent for its portion of Section 2.12(d)such unpaid amount shall not relieve any other Lender from its several obligation hereunder. The undertaking in this §16.6 shall survive termination of the Total Commitment, the payment of all other Obligations and the resignation of the Administrative Agent.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Lenders. To the extent that the any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent)such Receiver 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 share sought) of sum of the aggregate such unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time amount; provided 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 any such sub-agent), the Collateral Agent (or any such sub-agent) or the Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent)or the Receiver in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.14(g). For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent or the Collateral Agent (or any sub-agent thereof) ), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstanding, a claim asserted by 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 soughtLender), 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-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-agent), ) or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agentsub‑agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), sub‑agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower or Discovery for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Issuing Lender, the Arranger 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 share of sum of the aggregate unpaid principal amount of Credit Exposures at such time, or if the Term Loans Credit Exposures have been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time Credit Exposures immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided 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 any such sub-agent), such Issuing Lender or the Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Arranger in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Loans at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (bc) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject several, and the failure of any Lender to fund its obligations hereunder shall not relieve any other Lender of its obligation, but no Lender shall be responsible for the provisions failure of Section 2.12(d)any other Lender to fund its obligations hereunder.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent or any Receiver or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), such Receiver 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 share sought) of sum of the aggregate such unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time amount; provided 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 any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Receiver in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)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 Term Loans and unused Commitments of all Lenders at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 8.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Issuing Bank 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 's share of sum 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 with respect to such unpaid amounts owed to any Issuing Bank solely in its capacity as such, only the aggregate Lenders shall be required to pay such unpaid principal amount of the Term Loans then outstandingamounts, such payment to be made severally among them based on such Lenders’ ' Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 104 expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent) 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 share of sum the Loans at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), sub‑agent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), sub‑agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum Applicable Percentage of the aggregate Loan held by all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), (i) each Revolving Credit Lender severally agrees to pay to the Revolver Administrative Agent (or any such sub-agent), any L/C Issuer or such Related Party, and (ii) each Term Loan Lender severally agrees to pay to the Term Loan Administrative Agent (or any such sub-agent) or such Related Party, 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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) of such unpaid amount; provided, further 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 any such sub-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 any such sub-agent), ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), an L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share of such unpaid amount (determined as including any such unpaid amount in respect of the time that the applicable unreimbursed expense or indemnity payment is sought based on each a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them by the Lenders ratably based on such Lenders’ their Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the ; provided that such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing Line Lender or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages of all of the Loans (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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 10.12(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Loan Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.12(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amount received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents.

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them the Loan Parties to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share Applicable Percentage) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay in full in cash any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(c).

Reimbursement by Lenders. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or and any subSub-agent Agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or and any such subSub-agentAgent 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 share of sum the Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, 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 and any such subSub-agentAgent thereof), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- 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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the Collateral Trustee or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share sought) of sum of the aggregate such unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time amount; provided 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 any such sub-agent), in its capacity as suchthe 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 any such sub-agent), 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 subsection (c) are subject to sum of the provisions of Section 2.12(d)total Loans Outstanding and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, Swingline 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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), Issuing Lender or Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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 sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstanding, a claim asserted by 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 soughtLender), 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Outstanding Amount at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent) ), 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 's share of sum the total credit exposure under the Facilities and Incremental Facilities, this Agreement and under the Nexstar Credit Agreement and Nexstar Loan Documents at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ ' Applicable Percentages 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 such Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), subagent) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Parent Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (bc) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject several, and the failure of any Lender to fund its obligations hereunder shall not relieve any other Lender of its obligation, but no Lender shall be responsible for the provisions failure of Section 2.12(d)any other Lender to fund its obligations hereunder.

Reimbursement by Lenders. To the extent that Holdings or the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 10.3(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of Total Credit Exposure at such time, or if the Term Loans Total Credit Exposure has been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.3(c) are subject to the provisions of Section 2.12(d)3.7.

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- 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 share of sum the outstanding Term Loan of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.06(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company or any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 10.12(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Loan Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.12(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amount received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise)., but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents. (d)

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-sub- agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).. (d)

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstandingLoan Facility 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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), 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 share sought) of sum of such unpaid amount (such indemnity shall be effective whether or not the aggregate unpaid principal amount of the Term Loans then outstandingrelated losses, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided 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 any such sub-agent), in its capacity as suchthe Collateral Agent (or any sub-agent thereof), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), or the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.13. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Term Loans and unused Term Loan Commitments at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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) 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 Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, Pro Rata Share at 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 soughttime), 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstanding, a claim asserted by such Lender) such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share Pro Rata Share at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Share (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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 9.12 are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Bank or such Related Party, as the case may be, such 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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or the Issuing Bank in its capacity as such, or against any Related Party of 152 DB1/ 118785215.8 any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.01(b).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative either Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agentsubagent) 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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 thatfurther, 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 such Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative such Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(b).

Reimbursement by Lenders. To the extent that the Loan Parties any Borrower or any other Credit Party for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or any Issuing Bank in its capacity CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.5 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Loans at such time; provided, that if all Term Loans Commitments have been terminated and all Obligations paid in full, then outstanding, such payment to each Lender’s pro rata share shall be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time date immediately preceding the date that the applicable unreimbursed expense or indemnity payment is soughtall such Obligations were paid in full) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are several and not joint and subject to the provisions of Section 2.12(d2.14(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Aggregate Commitments at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) (other than fees payable to the Administrative Agent pursuant to the Administrative Agent’s Fee Letter and fronting fees payable to the Issuing Lender pursuant to 3.05(b)(ii)), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing 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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d3.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Aggregate Commitments at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 10.04(a) or (b) of this Section to be paid by them it to the Administrative any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative any such Agent (or any such sub-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 share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, 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 any such Agent (or any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative any such Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time 67501104_3 that the applicable unreimbursed expense or indemnity payment is sought based on each sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages respective Pro Rata Shares (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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)12.11.

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative any Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-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 share of sum the total credit exposure under the Facility and this Agreement at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 such Agent (or any such sub-agent) or against any Related Party thereof acting for such Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. 106

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 10.04(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.04(c) are subject to the provisions of Section 2.12(d).. (d)

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by 92 or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Lenders. To the extent that the Loan Transaction Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), 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 thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(b).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Bank or such Related Party, as the case may be, such 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 share of sum 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 with respect to such unpaid amounts owed to the aggregate Issuing Bank solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid principal amount of the Term Loans then outstandingamounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentages Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Bank in its capacity as such, or against any Related Party of any of the 115 CHAR1\1713543v7 foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay any amount required under subsection Subsections 11.14.1 (aCosts and Expenses) or and 11.14.2 (bIndemnification by the Borrower) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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 share of sum the Total Facility at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstanding, a claim asserted by 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 soughtLender), ; provided, further 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 any such sub-agent), ) or the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) Subsection 11.14.3 are subject to the provisions of Section 2.12(d2.5 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 11.5(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) sub‑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 share of sum of the aggregate unpaid principal amount of Total Credit Exposure at such time, or if the Term Loans Total Credit Exposure has been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time that the applicable unreimbursed expense or indemnity payment is soughtTotal Credit Exposure immediately prior to such reduction) 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 any such sub-agent), in its capacity as such, sub‑agent) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), sub‑agent) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.5(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of Total Credit Exposure at such time, or if the Term Loans Total Credit Exposure has been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time that the applicable unreimbursed expense or indemnity payment is soughtTotal Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided, further 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, Advances and the Available Amount of all outstanding Letters of Credit at such payment to be made severally among them based on time) of such Lenders’ Applicable Percentages unpaid amount (determined as including any such unpaid amount in respect of the time a claim asserted by such Lender); provided 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 any such sub-agent), such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.02(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Facility at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04(b) to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the outstanding Loans and unused Commitments at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage of the Aggregate Commitment (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ; 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (aSection 11.5(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) sub‑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 share of sum of the aggregate unpaid principal amount of Total Credit Exposure at such time, or if the Term Loans Total Credit Exposure has been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time that the applicable unreimbursed expense or indemnity payment is soughtTotal Credit Exposure immediately prior to such reduction) 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 any such sub-agent), in its capacity as such, sub‑agent) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), sub‑agent) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.5(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents).

Reimbursement by Lenders. To the extent that the Loan Parties Jxxxxx US for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Bank or such Related Party, as the case may be, such 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 share of sum 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 with respect to such unpaid amounts owed to the aggregate Issuing Bank solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid principal amount of the Term Loans then outstandingamounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentages Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof) or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent or a Related Party in any way relating to or arising out of the foregoingthis Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstanding, a claim asserted by such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time Lender); provided 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 any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the outstanding Loans of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid outstanding principal amount of the Term Loans then outstandingat 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 Lenders’ Applicable Percentages Lender’s pro rata share of the Term Loans (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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.14(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum of the aggregate unpaid principal Aggregate Term Loan Commitments or the outstanding amount of the Term Loans then outstandingLoan, as applicable, 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 Lenders’ Applicable Percentages Percentage CHAR1\1866229v4 (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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 any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).