Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) Sections 10.3.1 [Costs and Expenses] or (b) of this Section 10.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees (without limiting the Borrower’s obligation to do so) to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line 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 L/C Issuer ) or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower 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 L/C Issuer, the Swing Line Lender C-BA Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender (and with respect to the XX-XX Issuer, each Revolving Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender C-BA Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or the L/C C-BA 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 ) or L/C C-BA 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 any Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative applicable Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) 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 Collateral Agent (or any such sub-agent) 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower 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 Agent, the Collateral Agent, any sub-agent thereof)of the Administrative Agent or the Collateral Agent, the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or Agent, the Collateral Agent, any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or Agent, the Collateral Agent, any such sub-agent), agent 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, Collateral Agent (or any such sub-agent), agent or the 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 2.12(d2.13(d). To the extent that the Administrative Agent or the Collateral Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” or the “Collateral Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Lenders. To Without limiting the Lenders’ obligations under Section 9.14, hereof, to the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative any Agent (or any sub-agent thereof), the L/C LC Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C LC Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage of the Facilities (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), ) or the L/C LC 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 Agents (or any such sub-agent), the L/C ) or LC 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and but without limiting its obligation to do so)affecting the Borrower's reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Applicable Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower 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 to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share of the Obligations (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender 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 L/C Issuer ) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 Collateral Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower of its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent, any L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent or any 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 Collateral Agent or any 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 2.12(d2.12(e).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower 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 to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender any Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender applicable Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(dthis Agreement that provide that their obligations are several in nature, and not joint and several. (d).

Reimbursement by Lenders. To the extent that the Borrower 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 Agents (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Arranger or any Related Party of any of the foregoing (and without limiting its obligation to it being acknowledged that, for the avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letter), each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent), the L/C Issuer, the Swing Line Lender Arranger or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), ) 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 an Agent (or any such sub-agent), the ) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Commitments at such time, or, if the Commitments have been terminated, such Lender’s share of the aggregate outstanding amount of all Advances and plus the Letter of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Swing Line 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 L/C Issuer Administrative Agent (or any sub-agent thereof), or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.12(f).

Reimbursement by Lenders. To the extent that the 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 L/C Issuerany Issuing Bank, the Swing Line Swingline Lender or any Related Party of any of the foregoing under paragraph (a) or (b) of this Section (and without limiting its the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the L/C Issuersuch Issuing Bank, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer such Issuing Bank or the Swing Line 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 L/C Issuer such Issuing Bank or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party 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 sub‑agent thereof), the L/C Issuer, the Swing Line Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the L/C Issuer, the Swing Line Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer sub‑agent) or the Swing Line 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 L/C Issuer sub‑agent) or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Collateral Agent (or any sub‑agent thereof), each L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent), each L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent) or the applicable 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 Collateral Agent (or any such sub‑agent) or the applicable 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so), each Revolving Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Revolving Lender’s pro rata share Revolving Commitment Percentage (determined in each case 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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or such 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 ) or such L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Revolving Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower 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 L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and foregoing, but without limiting its affecting the payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), an Arranger 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 an Arranger 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuerany Issuing Lender, the Swing Line any Swingline Lender or any Related Party of any of the foregoing (and without limiting its the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuersuch Issuing Lender, the Swing Line such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Revolving Credit Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer any Issuing Lender or the Swing Line any 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 L/C Issuer any Issuing Lender or the Swing Line any Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the 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 each other Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its any Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such other Agent, such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any other Agent or any 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 any other Agent or any L/C Issuer or the Swing Line Lender in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 Swing Line Lender, the L/C Issuer, the Swing Line Lender Issuers or any Related Party of any of the foregoing (and without limiting its obligation to do so)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 L/C IssuerCollateral Agent, the Swing Line Lender Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, the Swing Line Lender or 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 L/C Issuer ) or the Swing Line Lender Collateral Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerCollateral Agent, the Swing Line Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such 118 sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swing Line Lender 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 L/C Issuer Collateral Agent (or any sub-agent thereof), the Swing Line Swingline Lender or Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(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 Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender 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 L/C Issuer ) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b‎(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid by it any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender any Arranger or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender such Arranger or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender such Arranger 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 L/C Issuer or the Swing Line Lender such Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c‎(c) are subject to the provisions of Section 2.12(d‎Section 2.17(c).

Reimbursement by Lenders. To the extent that the 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 Collateral Agent (or any sub-agent thereof), each L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), each L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable 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 Collateral Agent (or any such sub-agent) or the applicable 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Lenders or any Related Party of any of the foregoing (and foregoing, but without limiting its obligation to do so)affecting the Borrower’s obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Lenders or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the each 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 L/C Issuer or the each 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower 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 L/C Issuerapplicable Issuing Lender, the Swing Line Applicable Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuerapplicable Issuing Lender, the Swing Line Applicable Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share applicable Revolving Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or applicable Issuing Lender, the Swing Line Applicable 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 L/C Issuer applicable Issuing Lender or the Swing Line Applicable Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuerany Arranger, the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuersuch Arranger, the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer such Arranger or the Swing Line such Issuing 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 L/C Issuer such Arranger or the Swing Line such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail 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 any L/C IssuerIssue, the any Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)relieving the Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the such 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 such L/C Issuer or the 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 2.12(d2.13(e).

Reimbursement by Lenders. To the extent that the 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 Collateral Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower of its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent, any L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such 155 sub-agent), the Collateral Agent or any 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 Collateral Agent or any 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 2.12(d2.12(e).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerIssuing Lender, the Swing Line Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuing Lender, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Revolving Credit Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swing Line 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 L/C Issuer Issuing Lender or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the Holdings or 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 either of them to the Administrative Agent Agents (or any sub-agent thereof), the Arranger, the Syndication Agent, the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent), the Arranger, the Syndication Agent, the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Arranger, the Syndication Agent, 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 Agents (or any such sub-agent), the Arranger, the Syndication Agent, 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerIssuing Lender, the Swing Line Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuing Lender, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Revolving Credit Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swing Line 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 L/C Issuer Issuing Lender or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), ) the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, (but, in each case, without affecting the Borrower’s obligations with respect thereto) such Lender’s pro rata share Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar Revolving Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), ) 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 the Collateral Agent, as the case may be, (or any such sub-agent), the ) 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 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or such Related Party, as 109 the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Commitments at such time, or, if the Commitments have been terminated, such Lender’s share of the aggregate outstanding amount of all Advances and plus the Letter of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Swing Line 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 L/C Issuer Administrative Agent (or any sub-agent thereof), or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (cb) are subject to the provisions of Section 2.12(d2.12(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing Bank, the Swing Line Swingline Lender or any Related Party of any of the foregoing (and foregoing, but without limiting its the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuing Bank, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Revolving Credit Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Bank or the Swing Line 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 L/C Issuer Issuing Bank or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought share, based on each Lender’s share of the Total Credit Exposure at such time) Commitments, of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower 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 to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent) or the Swing Line Lender 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 L/C Issuer Collateral Agent (or any such sub-agent) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Lead Arrangers, the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Lead Arrangers the L/C Issuer, the Swing Line Lender 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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Lead Arrangers 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 Lead Arrangers 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 2.12(d). For purposes of this Section 10.04(c), a Lender’s “pro rata share” shall be determined based on its share of the sum of the Total Outstandings and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the 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 any L/C Issuer, the any Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting its the obligation of the Borrowers to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or, the any L/C Issuer or the any 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)) or, the any L/C Issuer or the any Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that any of the Borrower Loan Parties 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 Collateral Agent (or any sub-agent thereof), of either of the L/C Issuer, the Swing Line Lender foregoing) or any Related Party of any of the foregoing (and foregoing, but without limiting its the obligation of Holdings and the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender ) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent (or any such sub-agent), 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 the Collateral Agent (or any such sub-agent), the 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 2.12(d2.09(e).

Reimbursement by Lenders. To Without limiting the Lenders’ obligations under Section 9.14, hereof, to the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative any Agent (or any sub-agent thereof), the L/C LC Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C LC Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Overall Applicable Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), ) or the L/C LC 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 Agents (or any such sub-agent), the L/C ) or LC Issuer or the Swing Line 140 Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party 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 sub‑agent thereof), the L/C Issuer, the Swing Line Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the L/C Issuer, the Swing Line Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or 118 indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer sub‑agent) or the Swing Line 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 L/C Issuer sub‑agent) or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Arranger or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Arranger or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender Arranger 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 L/C Issuer ) or the Swing Line Lender Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b11.04(b) of this Section to be paid by it to the Administrative Agent Agents (or any sub-agent thereof), the Arrangers, the 2020 Incremental Lead Arrangers, the L/C Issuer, the Swing Line Lender Issuers or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the L/C Issuer, the Swing Line Lender Issuers or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers or the L/C Issuer or the Swing Line Lender Issuers in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers or the L/C Issuer or the Swing Line Lender Issuers in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender (or Revolving Credit Lender, in the case of such payments to the L/C Issuer or its Related Parties) severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro (or Revolving Credit Lender’s, as applicable) 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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) Sections 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuerany Issuing Lender, the any Swing Line Loan Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuersuch Issuing Lender, the such Swing Line Loan Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 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), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability) or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer such Issuing Lender or the such Swing Line Loan 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 L/C Issuer ) such Issuing Lender or the any such Swing Line Loan Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender any Arranger or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender any Arranger or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender any Arranger 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 L/C Issuer ) or the Swing Line Lender any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the 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 Syndication Agent, any L/C Issuer, the Swing Line Lender any Arranger or any Related Party of any of the foregoing (and without limiting its the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, the Swing Line Lender such Arranger or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage of such unpaid amount (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 Lendersought); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or the Swing Line Lender any 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 Syndication Agent, any L/C Issuer or the Swing Line Lender any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower 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 thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)CREDIT AGREEMENT 126 foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)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), 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 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerSyndication Agent, the Swing Line Lender any Arranger or any Related Party of any of the foregoing (and without limiting its the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerSyndication Agent, the Swing Line Lender such Arranger or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage of such unpaid amount (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 Lendersought); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Syndication Agent or the Swing Line Lender any 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 L/C Issuer Syndication Agent or the Swing Line Lender any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to it being acknowledged that, for the avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letters), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 Collateral Agent (or any sub-agent thereof), each L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), each L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share 's Applicable Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable 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 Collateral Agent (or any such sub-agent) or the applicable 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower 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 L/C IssuerCollateral Agent, the Swing Line Issuing Lender, Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent, the Swing Line Issuing Lender, Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, the Issuing Lender or the Swing Line 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 L/C Issuer Collateral Agent, the Issuing Lender or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerDocumentation Agent (or any sub-agent 165 - thereof), the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower a Loan Party 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 L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line any Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-sub- 117 agent), the L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), such 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 L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)9.11.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in full in cash any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative 123 67072595_7 Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and foregoing, but without limiting relieving the Borrower from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) Section 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerSyndication Agent, the Swing Line Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerSyndication Agent, the Swing Line Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Syndication Agent or the Swing Line 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 L/C Issuer Syndication Agent or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. (i) To the extent that the U.S. Borrower or U.K. 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 U.S. Agent (or any sub-agent thereof), the U.S. L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each U.S. Lender severally agrees to pay to the Administrative U.S. Agent (or any such sub-agent), the U.S. L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such U.S. Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative U.S. Agent (or any such sub-agent), the ) or U.S. 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 U.S. Agent (or any such sub-agent), the ) or U.S. L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the U.S. Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower 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 L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and foregoing, but without limiting its affecting the payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case 119 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), an Arranger 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 an Arranger 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or 144 indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or any 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 Collateral Agent (or any sub-agent thereof) or such 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 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the 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 any L/C IssuerIssue, the any Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower of its obligation to do so)obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the such 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 such L/C Issuer or the 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 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower 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 Collateral Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) 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 Collateral Agent (or any such sub-agent) 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Parent for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section or Parent for any reason fail to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section Section, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d2.18(b).

Reimbursement by Lenders. To the extent that the 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 any Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender ) or any Related Party of any of the foregoing (or, to the extent that any Agent, acting in its capacity as such and without limiting pursuant to or as a result of the direction of the Required Lenders, commits a material breach of its obligation to do so)obligations hereunder or any other Loan Document, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender ) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), 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 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 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in full in cash 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 L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and foregoing, but without limiting relieving the Borrower from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d).

Reimbursement by Lenders. To the extent that the a 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 Multicurrency Administrative Agent (and any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Multicurrency Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case 102 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Multicurrency Administrative Agent (and any such sub-agent), 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 Multicurrency Administrative Agent (or any such sub-agent), 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender 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 L/C Issuer ) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing Lender, the Swing Line Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuing Lender, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Revolving Credit Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swing Line 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 L/C Issuer Issuing Lender or the Swing Line Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the a 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 L/C Issuer, the Swing Line Lender ) or any Related Party of any of the foregoing foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by such Borrower, but without affecting such Borrower’s obligation (and without limiting its obligation if any) to do so)make such payment, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender ) or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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 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 2.12(d).sub-

Reimbursement by Lenders. To the extent that the Borrower a Loan Party 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 L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line any Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Applicable Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), such 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 L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d).Sections 9.10 and 9.13. 104

Reimbursement by Lenders. To the extent that the 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 applicable Collateral Management Agent, the applicable L/C Issuer, the applicable Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Collateral Management Agent, the applicable L/C Issuer, the applicable Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Collateral Management Agent, such L/C Issuer or the 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 such L/C Issuer or the 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower 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 the Offshore Sub-Administrative Agent (or any sub-agent of either thereof), the any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent, the Offshore Sub-Administrative Agent (or any such sub-agentagent of either of them), the L/C Issuer, the Swing Line Lender Issuers or such Related Party, as the case may be, such Lender’s pro rata share 's Total Applicable Percentage, Domestic Applicable Percentage or Offshore Applicable Percentage, as applicable (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Offshore Sub-Administrative Agent (or any such sub-agent), the agent of either thereof) or such 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 ) 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 2.12(d4.06(d).

Reimbursement by Lenders. To the extent that either or both of the Borrower Borrowers 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 Collateral Agent (or any sub-agent thereof), the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent), the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Collateral Agent (or any such sub-agent), the Administrative Agent (or any such sub-agent) 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 Collateral Agent (or any such sub-agent), the Administrative Agent (or any such sub-agent) 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 each other Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such other Agent, such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any other Agent or any 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 any other Agent or any L/C Issuer or the Swing Line Lender in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Revolving Credit Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower AXIS Capital 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 L/C IssuerAdministrator, the Swing Line Lender Fronting Banks or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerAdministrator, the Swing Line Lender Fronting Banks or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender Applicable Issuing Party 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 L/C Issuer ) or the Swing Line Lender Applicable Issuing Party in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b‎(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid by it any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent thereof), the L/C Issuerany Arranger, the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuersuch Arranger, the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer such Arranger or the Swing Line such Issuing 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 L/C Issuer such Arranger or the Swing Line such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c‎(c) are subject to the provisions of Section 2.12(d‎Section 2.17(c).

Reimbursement by Lenders. To the extent that the 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 each other Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its the Borrower’s obligation to do Credit Agreement so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such other Agent, such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any other Agent or any 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 any other Agent or any L/C Issuer or the Swing Line Lender in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Revolving Credit Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and but without limiting its obligation to do so)116 affecting the Borrower's reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share 's Applicable Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Lenders 165 #47923322 or any Related Party of any of the foregoing (and foregoing, but without limiting its obligation to do so)affecting the Borrower’s obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Lenders or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the each 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 L/C Issuer or the each 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower WBA for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section or WBA for any reason fail to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section Section, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuers or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuers or such Related Party, as the case may be, such Lender’s pro rata ratable 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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swing Line Lender Issuers 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 ) or L/C Issuer or the Swing Line Lender Issuers in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d‎Section 2.17(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar Revolving Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or the Collateral Agent, as the case may be,(or any such sub-agent), ) 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 the Collateral Agent, as the case may be, (or any such sub-agent), the ) 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 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower 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 to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any such sub-agent), the Swing Line Lender Issuing Bank or such Related Party, as the case may be, such Lender’s pro rata share (in each case, determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent) or the Swing Line Lender 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-sub- agent), the L/C Issuer Collateral Agent (or any such sub-agent) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).this Agreement that provide that their obligations are several in nature, and not joint and several. 116 130164155_5

Reimbursement by Lenders. To the extent that the 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 any Agent (or any sub-agent thereof), the any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent) or any such Related Party thereof (but without affecting such Borrower’s payment obligations with respect thereto), the and each Revolver Lender severally agrees to pay to such L/C Issuer, the Swing Line Lender Issuer or any such Related PartyParty thereof, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the ) or such L/C Issuer or the Swing Line Lender in its capacity as such, or against any such Related Party of any of the foregoing acting for the Administrative any Agent (or any such sub-agent), the ) or any 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 2.12(d).

Reimbursement by Lenders. To the extent that the 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 sub‑agent thereof), the each other Agent, any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its any Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the such other Agent, such L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the any other Agent or any 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 any other Agent or any L/C Issuer or the Swing Line Lender in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. -152- US-DOCS\97384607.24 The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party 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 L/C Issuer, the Swing Line Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line 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 L/C Issuer ) or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower a Loan Party 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 L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line any Swingline Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerMulticurrency Agent (or any sub-agent thereof), the Swing Line such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), such 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 L/C Issuer Multicurrency Agent (or the Swing Line any sub-agent thereof), or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)9.11.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), the ) any L/C Issuer, the Swing Line Lender Issuer or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the an L/C Issuer, the Swing Line Lender Issuer or such Related Party, as the case may be, such Lender’s pro rata share Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or the Collateral Agent, as the case may be,(or any such sub-agent), the ) or such 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 the Collateral Agent, as the case may be, (or any such sub-agent), the ) 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 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the 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 any L/C Issuer, the any Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting its Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, 114 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 ) or such L/C Issuer or the such 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 or such L/C Issuer or the 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Subsections 11.13.1 (aCosts and Expenses) or and 11.13.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Co-Lead Arrangers, the Syndication Agent, the Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender Issuing Bank or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender Issuing Bank or such its Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent), the L/C Issuer ) or the Swing Line Lender Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) Subsection 11.13.3 are subject to the provisions of Section 2.12(d1.9 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it them to the Administrative Agent (or any sub-agent sub‑agent thereof), the any L/C Issuer, the any Swing Line Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)relieving the Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the such L/C Issuer, the such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the sub‑agent) or such L/C Issuer or the such 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 sub‑agent) 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 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the 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 any L/C Issuer, the Swing Line Lender any Bookrunner, any Arranger or any Related Party of any of the foregoing (and without limiting its the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swing Line Lender such Bookrunner, such Arranger or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage of such unpaid amount (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 Lendersought); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any L/C Issuer Issuer, any Bookrunner or the Swing Line Lender any 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 any L/C Issuer Issuer, any Bookrunner or the Swing Line Lender any Arranger in connection with such capacity; provided further that only the Revolving Credit Lenders shall be obligated to indemnify the L/C Issuers hereunder. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the 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 L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting its the Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage of all of the Facilities (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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 L/C Issuer 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 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the 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 L/C IssuerIssuing Lender, either Arranger, the Swing Line Lender Syndication Agent or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuing Lender, such Arranger, the Swing Line Lender Syndication Agent or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total aggregate Credit Exposure Exposures at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender, such Arranger or the Swing Line Lender Syndication Agent in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender, such Arranger or the Swing Line Lender Syndication Agent in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the 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 L/C IssuerDocumentation Agent (or any sub-agent 165 - thereof), the Swing Line any Issuing Lender or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerDocumentation Agent (or any sub-agent thereof), the Swing Line such Issuing Lender or such Related Party, as the case may be, such Lender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or the Swing Line any sub-agent thereof) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the 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 L/C Issuereach Issuing Bank, the Swing Line Swingline Lender or any Related Party of any of the foregoing (and foregoing, but without limiting releasing the Borrower from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuereach Issuing Bank, the Swing Line Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer each Issuing Bank, or the Swing Line 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 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 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in full in cash 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 L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and foregoing, but without limiting relieving the Borrower from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, 146 was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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 ) 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 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or any Related Party of any of the foregoing (and without limiting its obligation to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerAdministrative Agent (or any sub-agent thereof), the Swing Line Lender Issuing Lender, or such Related Party, as the case may be, such Lender’s pro rata share 's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 's share of the Total Commitments at such time, or, if the Commitments have been terminated, such Lender's share of the aggregate outstanding amount of all Loans plus the Letter of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Swing Line 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 L/C Issuer Administrative Agent (or any sub-agent thereof), or the Swing Line Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.12(f).