Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer ) or any Related Party of any of the foregoingAdministrative Agent but without affecting the Borrower’s reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer ) 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), the Swing Line Lender or L/C Issuer ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the such L/C Issuer Issuer, Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, ) or such L/C Issuer or the Swing Line Lender 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 any such sub-agent), ) or such L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by the Company, but without affecting the Company’s obligation (if any) to make such payment, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line any Issuing Lender, the L/C Issuer 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), the Arrangers, the Swing Line such Issuing Lender, the L/C Issuer Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the aggregate Credit Exposures at such time, or if the Credit Exposures have been reduced to zero, then based on such Lender’s share of the Credit Exposures immediately prior to such reduction) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line such Issuing Lender or the L/C Issuer 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), the Swing Line such Issuing Lender or L/C Issuer the Arranger in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d)5.7.

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company any Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraphs (a) or (b) of this Section 10.03 to be paid by it to the Administrative Facility Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Facility Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Facility Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer Collateral Agent (or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Facility Agent (or any such sub-agent), ) or the Swing Line Lender Collateral Agent (or L/C Issuer 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 2.13(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 Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 9.04 or Section 9.05(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.13(d2.11(f).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, such L/C Issuer or the Swing Line Lender 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 any such sub-agent), such L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, a percentage of such unpaid amount equal to the sum of such Lender’s Revolver Applicable Percentage or Term Loan Applicable Percentage, or both as applicable (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (aSection 14.3(a) or (bSection 14.3(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (cSection 14.3(c) are subject to the provisions of Section 2.13(d)5.7.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer Collateral Agent (or any sub-agent thereof) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Swing Line Lender Collateral Agent (or L/C Issuer 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 2.13(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 Loans at the time.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting the Borrower’s obligations to pay such amounts, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (except unpaid amounts relating to upfront closing fees provided in the Fee Letters), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer 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), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Agent-Related Party Person 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), the Arrangers, the Swing Line Lender, the L/C Issuer or such Agent-Related PartyPerson, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer in its capacity as such, or against any Agent-Related Party Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) Sections 12.3.1 [Costs and Expenses] or (b) of this Section 12.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, (A) was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer 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), the Swing Line ) or Issuing Lender or L/C Issuer in connection with such capacity. The obligations ; and (B) was not determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lenders under this subsection (c) are subject to Administrative Agent, the provisions Issuing Lender or any Related Party of Section 2.13(d)any of the foregoing.

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-sub agent thereof), the Arrangers, the Swing Line Lender, the each L/C Issuer Issuer, Arrangers 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), the Arrangers, the Swing Line Lender, the each L/C Issuer Issuer, Arrangers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-sub agent), Arrangers or any Arranger, the Swing Line Lender or the L/C Issuer in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub agent), the Swing Line Lender Arrangers or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the any L/C Issuer 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 Arrangers, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the 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; provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 10.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(e).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersa LC Issuer, the Swing Line Swingline Lender, the L/C Issuer 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 Arrangerssuch LC Issuer, the Swing Line Swingline Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Swingline Lender, the Swing Line Lender or the L/C a LC 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 Swingline Lender, or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.14(d).

Reimbursement by Lenders. To the extent that the Company any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or any Arranger, L/C Issuer or the Swing Line Lender 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 any such sub-agent), ) or such L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.14(e).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacityits capacity as such. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersan LC Issuer, the Swing Line Swingline Lender, the L/C Issuer 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 Arrangerssuch LC Issuer, the Swing Line Swingline Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Swingline Lender, the Swing Line Lender or the L/C an LC 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 Swingline Lender, or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer ) 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), the Arrangers, the Swing Line Lender, the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender or L/C Issuer ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Arrangers 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 Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Arrangers or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided however, 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), any Arranger, the Swing Line Lender or the L/C Issuer or the Arrangers 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 L/C Issuer or the Arrangers in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, such L/C Issuer or the Swing Line Lender 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 any such sub-agent), the Swing Line Lender ) or such L/C Issuer or the Swing Line Lender, in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.04(f).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers (and, with respect to the guarantees hereunder, the Parent Guarantor) for any reason fails fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer ) or any Issuing Bank 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), the Arrangers, the Swing Line Lender, the L/C Issuer ) or such Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer such Issuing Bank 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), the Swing Line Lender ) or L/C Issuer 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 2.13(d)several obligations.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the 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 Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the 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), the Swing Line Lender or L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company If Borrower for any reason fails to indefeasibly pay when due any amount that it is required to pay under subsection (aSection 10.04(a) or (bSection 10.04(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable pro rata share (based on its Percentage Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the Lender, 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 L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to the Administrative Agent Agents (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative each Agent (or any such sub-agent), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer each Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative an Agent (or any such sub-agent), the Swing Line Issuing Lender or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party Affiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related PartyAffiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer in its capacity as such, or against any Related Party Affiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(f).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Swing Line ) or an Issuing Lender, the L/C Issuer 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), the Arrangers, the Swing Line Lender, the L/C Issuer such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line sub‑agent) or such Issuing Lender 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 any such sub-agent), the Swing Line sub‑agent) or such Issuing Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) paragraph are subject to the provisions of Section 2.13(d)several obligations.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting Borrower’s continuing reimbursement obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangerseither Collateral Agent, the Swing Line Lender, the an L/C Issuer 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 Arrangersapplicable Collateral Agent, the Swing Line Lender, the applicable L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe applicable Collateral Agent, the Swing Line Lender or the applicable 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 applicable Collateral Agent or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection Subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the Fronting L/C Issuer Issuer, the Several L/C 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 Arrangers, the Swing Line Lender, the Fronting L/C Issuer Issuer, the Several L/C Agent or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer ) in its capacity as such, against the Fronting L/C Issuer or Several L/C Agent, 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 Fronting L/C Issuer or the Several L/C Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company any Borrower or any other Credit Party for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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), the Arrangers, the Swing Line Lender, the L/C Issuer such Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or any Arranger, the Swing Line Lender or the L/C Issuer 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), the Swing Line Lender ) or L/C Issuer 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 2.13(d)4.7.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersIssuing Bank, the Swing Line Lender, the L/C Issuer 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 ArrangersIssuing Bank, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer 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 Swing Line Lender or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.13(d)10.10.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the 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), the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), the Arrangersany Joint Lead Arranger, the Swing Line Lender, the any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative each Agent (or any such sub-agent), the Arrangerssuch Joint Lead Arranger, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any such Joint Lead Arranger, the Swing Line Lender or the such L/C Issuer 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), the Swing Line Lender such Joint Lead Arranger, or an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or ) the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(c).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage 's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender Lender, 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 any such sub-agent), the Swing Line Lender Lender, or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent Agents (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer Issuers or any Related Party of 160 US 7504294v.5 CHA715/10017​ ​ any of the foregoing, each Lender (other than the Swing Line Lender in its capacity as such) severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent, the Swing Line Lender, the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Collateral Agent, the Swing Line Lender 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 any such sub-agent), ) or the Swing Line Lender or L/C Issuer Collateral Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the any L/C Issuer 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 Arrangers, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the 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; provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 10.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Timken for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or any Related Party of any of the foregoingforegoing (and without limiting the obligation of any of them), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative any Agent (or any such sub-agent), any Arranger, the Swing Line Lender subagent) or the L/C Issuer or Swing Line Lender 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), the Swing Line Lender or L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.13(d2.12(e).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it 128 them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Credit Parties ------------------------ for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the -------- unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).. ---------------

Reimbursement by Lenders. To the extent that the Company for any reason a 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 it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer an 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 Arrangers, the Swing Line Lender, the L/C Issuer ) or any such Issuing Bank or any Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, amount (including any such unpaid amount in respect of the claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer an 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 Swing Line Lender ) or L/C Issuer such 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 2.13(d2.6 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that Holdings and the Company Borrower for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer ) 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 Arrangers, the Swing Line Lender, the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro-rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s outstanding Loans and unused Commitments 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’ percentage (carried out to the ninth decimal place) of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender or L/C Issuer ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.02(a).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Outstandings 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 Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) 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 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the Credit-Linked L/C Issuer 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 Arrangers, the Swing Line Lender, the Credit-Linked L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the Credit-Linked 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 Credit-Linked L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, ) such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender 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 any such sub-agent); provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Swing Line Lender Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or L/C Issuer in connection with any other appropriate group of Lenders pursuant to Section 11.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such capacityproviso. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).. 143

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the Credit-Linked L/C Issuer 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 Arrangers, the Swing Line Lender, the Credit-Linked L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the Credit-Linked 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 127 Credit-Linked L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d)2.12.

Reimbursement by Lenders. To the extent that Holdings and the Company U.S. Borrower for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the any L/C Issuer 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), the Arrangers, the Swing Line Lender, the each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Adjusted Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the an 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 an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d). For the avoidance of doubt, nothing in this Section 10.04(c) shall relieve Holdings or the U.S. Borrower from its obligations under Section 10.04(b).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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-agentsub‑agent), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).. 150

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), the Arrangersany Joint Lead Arranger, the Swing Line Lender, the any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative each Agent (or any such sub-agent), the Arrangerssuch Joint Lead Arranger, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any such Joint Lead Arranger, the Swing Line Lender or the such L/C Issuer 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), the Swing Line Lender such Joint Lead Arranger, or an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), Syndication Agent (or any Arrangersub-agent), the Swing Line Lender Documentation Agent (or the any sub-agent) or 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 Syndication Agent (or any sub-agent), Documentation Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.13(d)2.12.

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the an L/C Issuer 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), the Arrangers, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the 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 L/C Issuer in connection with such capacity; provided further that the obligation to indemnify the L/C Issuer hereunder shall be limited to the Revolving Credit Lenders only. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the unfunded Aggregate Revolving Commitments and the outstanding Loans, L/C Obligations and participations therein of all Lenders at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that such payment to be made severally among them, 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), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(c).

Reimbursement by Lenders. To the extent that the Company Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer any 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 Arrangers, the Swing Line Lender, the L/C Issuer such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer such 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), the Swing Line Lender, or any Issuing Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).[Access MLP Operating Credit Agreement]

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 ArrangersCollateral Agent (or any sub-agent thereof), the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent) or the Collateral Agent (or any sub-agent thereof), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender Collateral Agent (or L/C Issuer 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 2.13(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 Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent or the Collateral Agent (or any sub-agent thereofof either of them), the Arrangers, the Swing Line Lender, 118 the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the applicable L/C Issuer Issuer, the applicable 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), the Arrangers, the Swing Line Lender, the applicable L/C Issuer Issuer, the applicable Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the such L/C Issuer or such Swing Line Lender in its capacity as such, 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 or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) Section 15.7.1 or (b) of this Section 15.7.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable 's Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided however, 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), any Arranger, the Swing Line Lender 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 any such sub-agent), the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 15.7.3 are subject to the provisions of Section 2.13(d)12.2.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the any L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting the Borrower’s continuing payment obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the an 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 an L/C Issuer in connection with such capacity; provided, further that the obligation to indemnify the L/C Issuer under this Section 10.04(c) shall be limited to Revolving Credit Lenders only. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage for all Loans (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b11.04(b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer Lender 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), the Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the such L/C Issuer or the Swing Line Lender, as applicable, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative any Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or the Swing Line Lender, as applicable, in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d)5.7.

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer 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), the Swing Line ) or Issuing Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d3.2(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoing, 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), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage of all of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or the Syndication Agent (or any sub-agent or either thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Syndication Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Syndication Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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, the Syndication Agent (or any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).2.12(d) ..

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that (i) 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), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity, (ii) the obligation to reimburse the L/C Issuer is limited to Revolving Lenders and (iii) payment by a Lender hereunder does not limit or reduce the Obligations of the Loan Parties that are unpaid. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent subagent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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-agentsubagent), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsubagent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsubagent), the L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Timken for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative any Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or any Related Party of any of the foregoingforegoing (and without limiting the obligation of any of them), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative any Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer or Swing Line Lender 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), the Swing Line Lender or L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.13(d2.12(e).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, 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 the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-sub- ​ 161 ​ ​ agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.16(d).

Reimbursement by Lenders. To the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Issuing Lender, the L/C Issuer 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 Arrangers, the Swing Line Issuing Lender, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Issuing Lender or the L/C Issuer 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), the Swing Line Issuing Lender or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or ) the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Cxxxxxxxx for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer 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 ArrangersL/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).. 139

Reimbursement by Lenders. To the extent that the Company US Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or any Related Party of any of the foregoing, each US Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch L/C Issuer, the Swing Line Lender, the L/C Issuer Lender or such Related Party, as the case may be, such US 154 Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, an L/C Issuer or the Swing Line Lender 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 any such sub-agent), an L/C Issuer or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the US Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To Without limiting their obligations under Section 9.14 hereof, to the extent that the Company Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer or any Related Party of any of the foregoingit, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer Issuing Bank or such Related Party, as the case may be, and each Term Lender severally agrees to pay to the Term Agent or such Related Party (or any such sub-agent thereof) such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Term Agent (or any Arrangersuch sub-agent), the Swing Line Lender or the L/C Issuer 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 Swing Line Lender Term Agent (or L/C Issuer 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 2.13(d2.12(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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), the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) 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 any such sub-agent), the Swing Line Lender ) or L/C Issuer in connection with such capacity. The respective obligations of the Lenders under this subsection (c) Agreement are subject several and not joint and no Lender shall be responsible for the failure of any other Lender to the provisions of Section 2.13(d)satisfy its obligations hereunder.

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the any L/C Issuer 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 Arrangers, the Swing Line Lender, the such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, 105 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), any Arranger, the Swing Line Lender ) or the 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 (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Lenders. To the extent that the Company Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it the Borrowers to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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-agentsub‑agent), the Arrangers, the Swing Line Lender, the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage of the Aggregate Commitment (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection subparagraph (a1) or (b2) of this Section Paragraph 11(k) to be paid by it to the Administrative Agent or the Swing Line Lender (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer any Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Swing Line Lender (or any such sub-agent), the Arrangers, the Swing Line Lender, the L/C Issuer such Lender or such Related Party, as the case may be, such Lender’s Applicable 's Percentage Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Swing Line Lender (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C Issuer such Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Swing Line Lender (or any such sub-agent), the Swing Line ) or such Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection subparagraph (c3) are subject to the other provisions of Section 2.13(d)this Agreement.

Reimbursement by Lenders. To the extent that the Company and the Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C LC Issuer 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 Arrangers, the Swing Line Lender, the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage share of such unpaid amount in proportion to their respective Commitments (or, if the Commitments have been terminated in proportion to their Commitments immediately prior to such termination (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or of indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, the Swing Line Lender ) or the L/C LC 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 L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Company Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Swing Line Lender, the L/C Issuer 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 Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount together with any and all expenses of collection under the provisions of this Section, 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), any Arranger, the Swing Line Lender ) 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 any such sub-agent), ) or the Swing Line Lender or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).