Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any L/C Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower’s Borrower of its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, any L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.12(e).

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

Reimbursement by Lenders. To Without limiting the Lenders’ obligations under Section 9.14, hereof, to the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer LC Issuer, the Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer LC Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent Agents (or any such sub-agent) or the L/C LC Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agents (or any such sub-agent) or L/C LC 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 Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (without limiting it being acknowledged that, for the Borrower’s obligation to avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letter), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought on the basis of total Loans and Commitments then outstanding) 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 such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting affecting the Borrower’s obligation to do so)'s reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the Collateral Agent (or any sub‑agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable 's Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, 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 Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing under subsection paragraph (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentagent thereof), such Issuing Bank, the L/C Issuer Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) Issuing Bank or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by the Borrower, but without limiting affecting the Borrower’s obligation (if any) to do so)make such payment, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any L/C Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower’s Borrower of its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, any L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such 155 sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.12(e).

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

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the each other Agent, any L/C Issuer or any Related Party of any of the foregoing (and without limiting the any Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such other Agent, such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral any other Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral any other Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

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

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by the Company, but without limiting affecting the BorrowerCompany’s obligation (if any) to do so)make such payment, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) pro rata share, based on Commitments, 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 Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent, the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such 118 sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), the Swingline Lender or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), the Swingline Lender or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), ) the L/C Issuer or such Related Party, as the case may be, (but, in each case, without affecting the Borrower’s obligations with respect thereto) such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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 Agent, as the case may be, (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

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

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issue, any Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the 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 Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(e).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Agent (or any sub-agent thereof), the L/C Issuer applicable Issuing Lender, the Applicable Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer applicable Issuing Lender, the Applicable Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or applicable Issuing Lender, the L/C Issuer Applicable Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (applicable Issuing Lender or any such sub-agent) or L/C Issuer the Applicable Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) Issuing Lender or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), Issuing Lender or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)4.7.

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in cash in full any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by it to any Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agentagent thereof) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacityCollateral Agent (or any sub-agent thereof). The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.14.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Holdings or any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it either of them to any Agent the Agents (or any sub-agent thereof), the Arranger, the Syndication Agent, the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent Agents (or any such sub-agent), the Arranger, the Syndication Agent, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Collateral Agent (or any such sub-agent) Arranger, the Syndication Agent, or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Collateral Agent (or any such sub-agent) Arranger, the Syndication Agent, or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to any the Administrative Agent (or any sub-agent thereof), the Arrangers, the L/C Issuer or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Arrangers the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) an Arranger or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) an Arranger or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent the Agents (or any sub-agent thereof), the Swing Line Lender, the L/C Issuer Issuers or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Swing Line Lender in its capacity as such) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, the Swing Line Lender, the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (Agent, the Swing Line Lender or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. (i) To the extent that the U.S. Borrower or U.K. Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any U.S. Agent (or any sub-agent thereof), the U.S. L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each U.S. Lender severally agrees to pay to the applicable U.S. Agent (or any such sub-agent), the U.S. L/C Issuer or such Related Party, as the case may be, such U.S. Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral U.S. Agent (or any such sub-agent) or the U.S. 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 U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in connection with such capacity. The obligations of the U.S. Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to any the Administrative Agent (or any sub-agent thereof), the Arrangers, the L/C Issuer or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Arrangers the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case 119 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) an Arranger or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) an Arranger or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. 509265-1512-15059-Active.17708695.1 111

Reimbursement by Lenders. To the extent that Holdings and the U.S. Borrower for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s their obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Adjusted Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the an L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or an L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). For the avoidance of doubt, nothing in this Section 10.04(c) shall relieve Holdings or the U.S. Borrower from its obligations under Section 10.04(b).

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Arranger or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Arranger in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or 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(d2.17(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage of all of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuer, or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the a Collateral Agent (or any sub-agent thereof), a L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such Collateral Agent (or any sub-agent thereof), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or 107 indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the a Collateral Agent (or any such sub-agentagent thereof) or the a 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 a Collateral Agent (or any such sub-agentagent thereof) or a 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 for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or Agent, as the case may be,(or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the Collateral Agent (or any sub‑agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the each other Agent, any L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the such other Agent, such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the Collateral any other Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Collateral any other Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Swing Line Lender, the Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Swing Line Lender, the Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) Swing Line Lender or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (Swing Line Lender, or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).084421 000400 DALLAS 2675603.7 [Eighth Amended and Restated Credit Agreement]

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Syndication Agent, any Arranger or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Syndication Agent, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Syndication Agent (or any such sub-agent) or the L/C Issuer Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Syndication Agent (or any such sub-agent) or 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 Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) Sections 12.3.1 [Costs and Expenses] or (b) of this Section Indemnification by the Borrowers. [Indemnification by the Borrowers] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, (A) was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations ; and (B) was not determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lenders under this subsection (c) are subject to Administrative Agent, the provisions Issuing Lender or any Related Party of Section 2.12(d)any of the foregoing.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issue, any Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrower of its obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the 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 Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (aSection 11.3(a) [Costs and Expenses] or (bSection 11.3(b) of this Section [Indemnification by the Borrowers] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Credit Percentage or Applicable Term Loan Percentage, as the case may be (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by such Borrower, but without limiting the affecting such Borrower’s obligation (if any) to do so)make such payment, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).sub-

Reimbursement by Lenders. To the extent that the Borrower a Loan Party for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), any Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), such Swingline Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Agent (or any such sub-agent) or the L/C Issuer agent thereof), such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Agent (or any such sub-agent) agent thereof), or L/C Issuer any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d).Sections 9.10 and 9.13. 104

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Swing Line Lender, any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Swing Line Lender, such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Aggregate Exposure Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (Swing Line Lender or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (Swing Line Lender, or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).[Access MLP Operating Credit Agreement]

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in full in cash any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (foregoing, but without limiting relieving the Borrower’s Borrower from its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Multicurrency Administrative Agent (and any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Multicurrency Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case 102 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Administrative Agent (or and any such sub-agent) ), or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Administrative Agent (or any such sub-agent) ), or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Tranche B Lenders with respect to indemnification of the Issuing Lender), as applicable, severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting affecting the Borrower’s obligation to do so)reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. CREDIT AGREEMENT – Page 118

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting 116 affecting the Borrower’s obligation to do so)'s reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent 165 - thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer Issuer, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or Syndication Agent, any such sub-agent) or the L/C Issuer 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 Collateral Agent (or Syndication Agent, any such sub-agent) or L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower ACS or any other Borrower, if applicable, for any reason fails to indefeasibly pay any amount required to be paid by such Person under subsection clause (a) or (b) of this Section 9.4 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Syndication Agent, any Co-Documentation Agent, any Lender Party or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender, each Competitive Lender and each Competitive Letter of Credit Issuer severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the each L/C Issuer or such Related Party, as the case may be, such Lender’s, such Competitive Lender’s Applicable Percentage and such Competitive Letter of Credit Issuer’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders, the Competitive Lenders and the Competitive Letter of Credit Issuers under this subsection clause (c) are subject to the provisions of Section 2.12(d2.14(e).

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

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C C-BA Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (and with respect to the XX-XX Issuer, each USD Revolving Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C C-BA Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that 121 the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or the L/C C-BA 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 such sub-agent) or L/C C-BA 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 any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the any L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable such Agent (or any such sub-agent) or any such Related Party thereof (but without affecting such Borrower’s payment obligations with respect thereto), the and each Revolver Lender severally agrees to pay to such L/C Issuer or any such Related PartyParty thereof, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or 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 for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11 to be paid by it them to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)thereof, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.1(d).

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

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting affecting the Borrower’s obligation to do so)reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The 119 obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 13.01 to be paid by it them to any the Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 's Proportionate Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as suchIssuing Lender, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 13.02 are subject to the other provisions of this Agreement concerning several liability of the Lenders. This Section 2.12(d)13.02 shall not apply to Taxes, which are the subject of Section 15.02.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)thereof, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. If any indemnity furnished by the Lenders to the Administrative Agent pursuant to this Section 10.04(c) 108 for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity from the Lenders and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished by the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Lead Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, any Sustainability Structuring Agent or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation its obligations to do so), each Lender severally agrees to pay to the applicable Lead Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, such Sustainability Structuring Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Lead Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or such Sustainability Structuring Agent in its capacity as such, or against any Related Party of any of the foregoing acting for the Lead Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or Sustainability Structuring Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).119

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

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent the Agents (or any sub-agent thereof), the Swing Line Lender, the L/C Issuer Issuers or any Related Party of 160 US 7504294v.5 CHA715/10017​ ​ any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Swing Line Lender in its capacity as such) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, the Swing Line Lender, the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (Agent, the Swing Line Lender or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

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

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

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, any Bookrunner, any Arranger or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such Bookrunner, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuer, 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 Collateral Agent (or any such sub-agent) or L/C Issuer Issuer, 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 hereunder. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Agent (or any sub-agent thereof), the any L/C Issuer Issuer, the Arrangers or any Related Party of any of the foregoing (without limiting it being acknowledged that, for the Borrower’s obligation to avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letter), each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the any L/C Issuer Issuer, the Arrangers or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the 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 such 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(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).. -141-

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

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (or Revolving Credit Lender, in the case of such payments to the L/C Issuer or its Related Parties) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (or Revolving Credit Lender’s, as applicable) pro-rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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 such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).