Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuers, the Swing Line Lender, the L/C Issuers Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuers, the Swing Line Lender, the L/C Issuers Lenders or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of (i) the Total aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or 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), the Swing Line Lender or any L/C Issuer or 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 the Loan Parties Borrower for any reason fail fails to indefeasibly pay (and without limiting any obligation of the Borrower so to pay) any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnersapplicable L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 unused Revolving Credit Commitments and Revolving Credit Exposure and, other than respect to payments to any L/C Issuer or Swing Line Lender, unused Term Loan Commitments and Term Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the applicable L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to this Agreement or any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersIssuing Lenders, the Bookrunners, the Swing Line Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersIssuing Lenders, the Bookrunners, the Swing Line Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line any Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.18(e).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them the Company to the Administrative Agent (or any sub-agent thereof), the ArrangersL/C Issuer, the Bookrunners, the U.S. Swing Line Lender, the L/C Issuers Global Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or 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 Swing Line Lender or any L/C Issuer or such 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 (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Bookrunners, the any Swing Line LenderLender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer, any Swing Line Lender or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; and provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer or 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 Swing Line Lender or any such L/C Issuer or any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject to the provisions of Section 2.12(d)12.3.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection Subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Revolving Commitment Percentage and Term Loan Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection Subsection (c) are subject to the provisions of Section 2.12(d2.11(e).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, without affecting the Company’s payment obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to any Joint Lead Arranger, the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.12 (d).

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersIssuing Lenders, the Bookrunners, the Swing Line Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersIssuing Lenders, the Bookrunners, the Swing Line Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line any Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.18(e).

Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer or any Related Party or (ii) any liabilities, the Bookrunnerslosses, the Swing Line Lenderdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time), ; and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender ) or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) ), as applicable, of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangersan Arranger, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 aggregate unused Revolving Credit Commitments plus the Total Outstandings (with the aggregate amount of each Revolving Credit Exposure Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Revolving Credit Lender) at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), any an Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Swing Line Lender or any such Arranger, such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Dutch Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Dutch Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunnerthe L/C Issuer, the Swing Line Lender or any L/C Issuer the Dutch 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, the Swing Line Lender or any L/C Issuer the Dutch Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection Subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Revolving Commitment Percentage and Term Loan Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection Subsection (c) are subject to the provisions of Section 2.12(d2.11(3).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower Representative for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative any Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Arrangers, the Bookrunnerseach L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 total credit exposure under the Facilities and Incremental Facilities and this Agreement at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, any Bookrunner, an L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Parties Party pursuant to any other Loan Document for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Arranger, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer , the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 aggregate unused Revolving Credit Commitments plus the Total Outstandings (with the aggregate amount of each Revolving Credit Exposure Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Revolving Credit Lender) at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to any Joint Lead Arranger, the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Lender’s share of the Total Credit Exposure (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.12 (d).

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Parties Party pursuant to any other Loan Document for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender, or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Issuing Lender, any Bookrunner, or the Swing Line Swingline Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender, or the Swingline Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Fronting L/C Issuer, the BookrunnersSeveral L/C Agent, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch Fronting L/C Issuer, the BookrunnersSeveral L/C Agent, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangersuch Fronting L/C Issuer, any Bookrunner, the Several L/C Agent or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCanadian Administrative Agent (or any sub-agent thereof), the BookrunnersCollateral Agent, the Swing Line LenderFunding Agent (or any sub-agent thereof), the L/C Issuers Canadian Funding Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Receiver or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCanadian Administrative Agent (or any such sub-agent), the BookrunnersCollateral Agent (or any sub-agent thereof), the Swing Line Funding Agent (or any such sub-agent), the Canadian Funding Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender, the L/C Issuers such Receiver or such Related Party, as the case may be, such Lender’s ratable 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time amount; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Canadian Administrative Agent (or any Arranger, any Bookrunnersuch sub-agent), the Swing Line Lender Collateral Agent (or any L/C Issuer sub-agent thereof), the Funding Agent (or any such sub-agent), the Canadian Funding Agent (or any such sub-agent), the Swingline Lender, the Issuing Bank or the Receiver, in each case in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender Canadian Administrative Agent (or any L/C Issuer such sub-agent), the Collateral Agent (or any sub-agent thereof), the Funding Agent (or any such sub-agent), the Canadian Funding Agent (or any such sub-agent), the Swingline Lender, the Issuing Bank or the Receiver in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunnerseach L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunnerseach L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any Arranger, any Bookrunnersub-agent thereof), the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Swing Line Lender or any L/C Issuer in connection with such capacity; provided, further, that to the extent indemnification of the L/C Issuer is required pursuant to this Section 10.04(c), such obligation shall be limited to Revolving Lenders only. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)2.14.

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, but without affecting the Company’s obligations to make such payments, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay in full any amount required under subsection clause (a) or (b) of this Section to be paid by them the Company to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, but without affecting the Company’s reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, ) or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any L/C Issuer in connection with such capacity; provided, further, that the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, shall reimburse each Lender for any indemnity amount actually paid by such Lender to the Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, pursuant to this Section 10.04(c) to the extent such underlying indemnity obligation arose in connection with any claim by such Lender against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against such Related Party, as the case may be, if such Lender has obtained a final, non-appealable judgment in favor of such Lender on such claim as determined by a court of competent jurisdiction. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersFronting L/C Issuer, the BookrunnersSeveral L/C Agent, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersFronting L/C Issuer, the BookrunnersSeveral L/C Agent, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Fronting L/C Issuer, any Bookrunner, the Several L/C Agent or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Fronting L/C Issuer, the Several L/C Agent or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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-sub- agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section above to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, the Swingline Lender, or any Related Party of any of the foregoing, but without 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 Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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), such payment to be made severally among them based on such Lenders’ Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or the Swingline Lender, in its capacity as such, such or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or the 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)2.9.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Outstanding Amounts and any unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersSyndication Agent, the Bookrunnersany L/C Issuer, the any Swing Line Lender, the L/C Issuers any Arranger or any Related Party of any of the foregoingforegoing (and without limiting the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersSyndication Agent, the Bookrunnersany L/C Issuer, the any Swing Line Lender, the L/C Issuers such Arranger or such Related Party, as the case may be, such Lender’s 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) Applicable Percentage of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Syndication Agent, any BookrunnerL/C Issuer, the any Swing Line Lender or any L/C Issuer Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, any Swing Line Lender or any L/C Issuer 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing (and without any obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage in respect of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.14(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable 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 at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, agent thereof) or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender agent thereof) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer , the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Revolving Credit Exposure Commitments plus the outstanding principal amount of any Incremental Term Loans (if any) at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party Party, and without relieving the Borrower of any of the foregoingits obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, Party such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any Arrangersub-agent thereof), any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer or any Related Party or (ii) any liabilities, the Bookrunnerslosses, the Swing Line Lenderdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time), ; and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersapplicable L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing (and without limiting its obligations to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrowers (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 10.04(a) or (b10.04(b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the U.S. L/C Issuers Issuer, the U.S. Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the U.S. L/C Issuers Issuer, the U.S. Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any U.S. L/C Issuer or the U.S. Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any U.S. L/C Issuer or the U.S. Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnersapplicable L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the applicable L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any 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).. 136 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2022758566.11

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, any Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, any Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or any Swing Line 128 CHAR1\1550647v12 Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or 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 the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity CHAR1\1858684v2 payment is sought based on each Lender’s share of the Total Credit Exposure Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersSeveral L/C Agent, the Bookrunners, the Swing Line any Limited Fronting Lender, the Fronting L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersSeveral L/C Agent, the Bookrunners, the Swing Line any Limited Fronting Lender, the Fronting L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any Several L/C Issuer Agent, any Limited Fronting Lender or the Fronting L/C Issuer, each in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Several L/C Agent, any Limited Fronting Lender or any the Fronting L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangersany L/C Issuer or any Related Party or (ii) any liabilities, the Bookrunnerslosses, the Swing Line Lenderdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time), ; and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender sub‑agent) or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender sub‑agent) or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuing Banks or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunners, the Swing Line Lender, the L/C Issuers Issuing Banks or such Related Party, as the case may be, such Lender’s ratable 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 indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender Collateral Agent (or any L/C Issuer sub-agent thereof), an Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender Collateral Agent (or any L/C Issuer sub-agent thereof), an 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 LC Exposure, outstanding Loans and Credit-Linked Deposits at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the BookrunnersIssuing Bank, the Swing Line Lender, the L/C Issuers Swin-gline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the BookrunnersIssuing Bank, the Swing Line Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time amount; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any Arranger, any Bookrunnersub-agent thereof), the Swing Line Swingline Lender or any L/C Issuer the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Collateral Agent (or any sub-agent thereof), the Swingline Lender or any L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(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 Class A-2 Revolving Exposure, outstanding Tranche B Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail Each Lender Party severally agrees to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to indemnify the Administrative Agent (or any and each sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, thereof and the L/C Issuers or any Related Party Issuer (in each case, to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s Applicable Percentage of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including the foregoingfees, each Lender severally agrees to pay to charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted against the Administrative Agent (or Agent, any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, agent or the L/C Issuers or such Related PartyIssuer, as the case may be, such Lender’s ratable share (determined as in any way relating to or arising out of the time that the applicable unreimbursed expense Loan Documents 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 action taken or omitted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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 Agent, any such sub-agent), any Arranger, any Bookrunner, agent or the Swing Line Lender or any L/C Issuer in its capacity as suchunder the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or against any Related Party of any of the foregoing acting for expenses resulting from the Administrative Agent (or any Agent’s, such sub-agent)’s gross or the L/C Issuer’s negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the Swing Line foregoing, each Lender or any Party agrees to reimburse the Administrative Agent, each sub-agent thereof and the L/C Issuer in connection with such capacity. The obligations for its Applicable Percentage of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Lenders Borrower under this subsection (c) are subject Section 10.04(a), to the provisions of Section 2.12(d)extent that the Administrative Agent, such sub-agent or the L/C Issuer is not promptly reimbursed for such costs and expenses by the Borrower.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the BookrunnersIssuing Bank, the Swing Line Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoingforegoing but without affecting Borrower’s obligation with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the BookrunnersIssuing Bank, the Swing Line Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable prorata 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time amount; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any Arranger, any Bookrunnersub-agent thereof), the Swing Line Swingline Lender or any L/C Issuer the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Collateral Agent (or any sub-agent thereof), the Swingline Lender or any L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.14. For purposes hereof, a Lender’s “prorata 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 Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, and without limiting the obligations of the Borrowers to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the ) or such L/C Issuers Issuer, in each case in its capacity as such, or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender ) or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer, the Bookrunners, the any Swing Line Lender, the L/C Issuers any Bookrunner, any Arranger or any Related Party of any of the foregoingforegoing (and without limiting the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch L/C Issuer, the Bookrunners, the such Swing Line Lender, the L/C Issuers such Bookrunner, such Arranger or such Related Party, as the case may be, such Lender’s 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) Applicable Percentage of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer Issuer, any Swing Line Lender, any Bookrunner or 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 Swing Line Lender or any L/C Issuer Issuer, any Swing Line Lender, any Bookrunner or any Arranger in connection with such capacity; provided further that only the Revolving Credit Lenders shall be obligated to indemnify the L/C Issuers and Swing Line Lenders 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 Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Arranger, the Bookrunnersany Bookrunner, the any Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch Arranger, the Bookrunnerssuch Bookrunner, the such Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each according to the proportion of (a) the sum of the (i) Total 63861415 Outstandings owing to such Lender (with the aggregate amount of such Lender’s share risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes hereof) other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such date) of such Lender to (b) the sum of (i) Total Credit Exposure at Outstandings other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such timedate)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the any Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative any Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Arrangers, the Bookrunnerseach L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 total credit exposure under the Facilities and Incremental Facilities and this Agreement at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), any Arranger, any Bookrunner, an L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Bookrunner, the Bookrunnersany Arranger, the Swing Line Lender, the any L/C Issuers Issuer, any Swing Line Lender or any Related Party of any of the foregoingforegoing (and without any obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch Bookrunner, the Bookrunnerssuch Arranger, the Swing Line Lender, the such L/C Issuers Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage in respect of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or 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), the Swing Line Lender or any L/C Issuer or 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(d2.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer , the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Revolving Credit Exposure Commitments plus the outstanding principal amount of any Incremental Term Loans (if any) at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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).. CHL:63544.12

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay (and without limiting any obligation of the Borrower so to pay) any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnersapplicable L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 unused Revolving Credit Commitments and Revolving Credit Exposure and, other than respect to payments to any L/C Issuer or Swing Line Lender, unused Term Loan Commitments and Term Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the applicable L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such --191- sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Arranger, the Bookrunnersany Bookrunner, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch Arranger, the Bookrunnerssuch Bookrunner, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each according to the proportion of (a) the sum of the (i) Total Outstandings owing to such Lender (with the aggregate amount of such Lender’s share risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes hereof) other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such date) of such Lender to (b) the sum of (i) Total Credit Exposure at Outstandings other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such timedate)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, and without limiting the obligations of the Borrower to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the ) or such L/C Issuers Issuer, in each case in its capacity as such, or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by 112 or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender ) or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any Bank of America/BJ’s Restaurants, Inc./Amended and Restated Credit Agreement (9-3-14.3) such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Bookrunnersapplicable L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing (and without limiting its obligations to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ ' Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage for all Loans (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the VCL/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d) and Section 11.08. The Lenders shall have no obligation under this Section 11.04(c) if the unpaid amount owing to the Agent (or any sub-agent thereof), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing resulted from the gross negligence or willful misconduct of such Person as determined by a court of competent jurisdiction by final and non-appealable judgment.

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangersany Issuer, the Bookrunners, the Swing Line Lender, the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangerssuch Issuer, the Bookrunners, the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s ratable '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 Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuer solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable ' Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C such Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C such Issuer 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 Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers ) or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans of all Lenders at such time, or if the Loans have been fully paid, then based on such Lender’s share of the outstanding Loans of all Lenders immediately prior to such repayment in full) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Loans have been fully paid as of such time, determined immediately prior to such repayment in full), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(c).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, CHAR1\1423646v4 each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share Applicable Percentage of the Total Credit Exposure at such timeAggregate Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentage Revolving Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.18(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (aSection 11.5(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Bookrunners, L/C Issuer or the Swing Line Lender, the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Arrangers, the Bookrunners, L/C Issuer or the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s ratable 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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer or Swing Line Lender solely in its capacity as such, the Lenders shall be required to pay such payment to be made unpaid amounts severally among them based on such Lenders’ Applicable Percentage their Revolver Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), any Arranger, any Bookrunner, the Swing Line Lender in its capacity as such, or any the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), sub‑agent) or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.5(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunnersany L/C Issuer, the Swing Line Lender, the L/C Issuers CHAR1\1847295v5 Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, or such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuers, the Swing Line Lender, the L/C Issuers Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuers, the Swing Line Lenders or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of (i) the Total aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or 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), the Swing Line Lender or any L/C Issuer or 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 the Loan Parties any Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoingforegoing but without releasing such Borrower from its obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnersan L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the Collateral Agent (and any sub-agent thereof) any L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (and any sub-agent thereof), the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (and any Arranger, any Bookrunner, the Swing Line Lender sub-agent thereof) or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender Collateral Agent (and any sub-agent thereof) or any such L/C Issuer in connection with such capacity; provided that in respect of the proviso in sub-clause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) or the Collateral Agent (and any sub-agent thereof) and/or any of their respective Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 10.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party Party, and without relieving the Borrower of any of the foregoingits obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, Party such Lender’s ratable '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 Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ ' Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any Arrangersub-agent thereof), any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To Each Lender severally agrees to indemnify (to the extent that not reimbursed by the Loan Borrower and without limiting the obligation of the Borrower to do so) the Administrative Agent, each of its sub-agents and their respective Related Parties for any reason fail (each, an “Agent Indemnitee”), ratably according to indefeasibly pay any amount required such Lender’s Applicable Percentage in effect on the date on which indemnification is sought under this subsection (aor, if indemnification is sought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such Applicable Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever (each, an “Indemnified Loss”) that may at any time (whether before or (bafter the payment of the Loans) be imposed on, incurred by or asserted against such Agent Indemnitee and which may be brought by the Borrower, any of this Section to be paid by them to the Administrative Agent (its Subsidiaries, any Lender, any of their respective Affiliates or any sub-agent thereof)other party, in any way relating to or arising out of, the ArrangersCommitments, this Agreement, any of the Bookrunners, the Swing Line Lender, the L/C Issuers other Loan Documents or any Related Party of documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent Indemnitee under or in connection with any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such Lender’s ratable share (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, Indemnified Loss was incurred by or asserted against the Administrative Agent (or any such its sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer agent in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such its sub-agent), the Swing Line Lender or any L/C Issuer agent in connection with such capacity; provided further, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and non-appealable judgment of a court of competent jurisdiction to have resulted from such Agent Indemnitee’s gross negligence or willful misconduct. 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 (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Collateral Agent or a Related Party in any way relating to the Administrative Agent (or arising out of this Agreement or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers other Loan Document or any action taken or omitted to be taken by Collateral Agent or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Collateral Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers ) or such Related Party, as the case may be, Party such Lender’s ratable share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s share portion of the Total Credit Exposure at such timeLoans and commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Collateral Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer 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); and provided, further, that, the Swing Line Lender obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or any L/C Issuer in connection with related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such capacityCollateral Agent or Related Party. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the Pre-Funded L/C Issuers Facility Agent (or any sub-agent thereof), an L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the Pre-Funded L/C Issuers Facility Agent (or any such sub-agent thereof), such L/C Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) of such unpaid amount; provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender Pre-Funded L/C Facility Agent (or any such sub-agent thereof) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender Pre-Funded L/C Facility Agent (or any such sub-agent thereof) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.11(d). If any Lender fails to pay its Pro Rata Share of such unpaid amount within 10 Business Days following the date of such Lender’s receipt of notice thereof (the “Notice Period”) from the Administrative Agent, the Pre-Funded L/C Facility Agent, an L/C Issuer or any Related Party of the foregoing, such Person shall be entitled to recover from such Lender, on demand, then interest on the amount due for the period from the day immediately following the end of the Notice Period to the date payment in full is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line LenderCollateral Agent, the L/C Issuers Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line LenderCollateral Agent, the L/C Issuers Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Collateral Agent, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any Collateral 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 Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of (i) the Total aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the Aggregate Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or 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), the Swing Line Lender or any L/C Issuer or 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 (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer or any Related Party or (ii) any liabilities, the Bookrunnerslosses, the Swing Line Lenderdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers such Issuing Bank or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any Issuing Bank solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time), ; and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 Outstanding Amounts and any unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-sub- agent), any Arranger, any Bookrunner, the L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative NYDOCS02/1167307 108 Agent (or any sub-agent thereof), the Arrangers, the Bookrunnerseach L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnerssuch L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable 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 or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last time at which any Lender had a Total Credit Exposure) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last time at which any Lender had a Total Credit Exposure), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the BookrunnersCollateral Trustee, the Swing Line LenderIssuing Bank, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent (or any sub-agent thereof), the BookrunnersCollateral Trustee, the Swing Line LenderIssuing Bank, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time amount; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunnerthe Collateral Trustee, the Swing Line Collateral Agent (or any sub-agent thereof), the Swingline Lender or any L/C Issuer the Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Collateral Agent (or any sub-agent thereof), the Collateral Trustee, the Swingline Lender or any L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(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 and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersSustainability Structuring Agent, the Bookrunners, the Swing Line any Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersSustainability Structuring Agent, the Bookrunners, the Swing Line such Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 Revolving Credit Exposure Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to such Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arrangerthe Sustainability Structuring Agent, any Bookrunner, the Swing Line such Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line such Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Loan Parties Company, the Reporting Company and each Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the BookrunnersL/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunnersan L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swing Line Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) Section 12.04 or (b) of this Section 12.05 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers ) or such Related Party, as the case may be, such Lender’s ratable 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer ) in connection with such capacity. The obligations failure of any Lender to pay its Pro Rata Share of such unpaid amounts shall not relieve any other Lender of its obligation, if any, to pay its respective share of such unpaid amounts. No Lender shall be responsible for the failure of any other Lender to comply with this Section. All amounts due under this Section 12.06 shall be payable within ten (10) Business Days after demand therefor. The agreements in this Section shall survive the resignation of the Lenders under this subsection (c) are subject to Administrative Agent, the provisions replacement of Section 2.12(d)any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Lenders. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Issuing Lender, the L/C Issuers Swingline Lender or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Issuing Lender or any L/C Issuer the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.17(e).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under Section 9.1 or subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable 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 outstanding Loans, unfunded Revolving Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender sub‑agent) or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender sub‑agent) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.12(d2.1(e).

Reimbursement by Lenders. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the Xx xxx extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s ratable xxx xxta share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any L/C Issuer or the Swingline 121 168881580v11 200207.000113 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 Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the any L/C Issuers Issuer, theany Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer, thesuch Swing Line Lender or such Related Party, as the case may be, such Lender’s ratable 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 Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer or thesuch Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any such L/C Issuer or thesuch 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 (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any sub-agent thereof)kind or nature whatsoever are be imposed on, the Arrangersincurred by, the Bookrunnersor asserted against, the Swing Line Lenderany Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by any Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each such case, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ) of such unpaid amount; provided, 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 Agents (or any such sub-agent), any Arranger, any Bookrunner, ) or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Swing Line Lender ) or any L/C Issuer in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent, L/C Issuer or Related Party. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the ArrangersCollateral Agent, the BookrunnersLead Arranger, any L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ArrangersCollateral Agent, the BookrunnersLead Arranger, each L/C Issuer, the Swing Line Lender, the L/C Issuers Lender or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any the Collateral Agent, the Lead Arranger, any Bookrunner, such L/C Issuer or the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or Collateral Agent, the Lead Arranger, 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(d).

Reimbursement by Lenders. To the extent that (i) the Loan Parties Xxxxxxs for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by any of them to the Administrative Agent (or any sub-agent thereof), the Arrangersany L/C Issuer or any Related Party or (ii) any liabilities, the Bookrunnerslosses, the Swing Line Lenderdamages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuers Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the such L/C Issuers Issuer or such Related Party, as the case may be, such Lender’s ratable pro rata share (determined as of the ox xxx 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 with respect to such unpaid amounts owed to any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time), ; and provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender or any such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or any such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)13.15.

Reimbursement by Lenders. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) ), or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees (x) to pay with respect to the clause (a) of this Section, and (y) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), the Arrangers, the Bookrunners, the Swing Line Lender, the L/C Issuers such Issuing Bank or such Related Party, as the case may be, such Lender’s ratable 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 with respect to such unpaid amounts owed to any Issuing Bank solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, further thatfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Swing Line Lender ) or any L/C Issuer such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender ) or any L/C Issuer such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection clause (cd) are subject to the provisions of Section 2.12(d2.18(e).