Common use of Reimbursement by Lxxxxxx Clause in Contracts

Reimbursement by Lxxxxxx. 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 to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c) are subject to the provisions of ‎Section 2.17(c).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lender, such Issuing the Swingline Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swingline 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), such Arranger the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aclause (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lender, such Issuing the Swingline Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share 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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, provided only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swingline 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), such Arranger the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(c)Section 4.7.

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aclauses (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 11.04 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, by it to be paid to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.11(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) 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, by it to be paid to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s Pro Rata Share 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), such Arranger or such Issuing Lender in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender ) in connection with such capacity. The obligations failure of any Lender to reimburse Agent promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders under to Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse Agent for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse Agent for such other Lxxxxx’s Pro Rata Share of such amount. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to be indemnified pursuant to this subsection ‎(cAgreement, this ‎Section 14.3(c) are subject to the provisions of ‎Section 2.17(c)applies whether any such investigation, litigation or proceeding is brought by any Lender or any other Person.

Reimbursement by Lxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.13(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender the L/C Issuer or any of their Related Party of any of the foregoingParties, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender the L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.11(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aclause (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 11.3 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lender, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to the Issuing Lender or Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ); provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing 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 2.17(c).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerL/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger any L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger any L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(c).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) 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 them to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).. 112

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lender, such Issuing the Swingline Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share 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 further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swingline 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), such Arranger the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSections 2.1 and 2.15(e).

Reimbursement by Lxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid by it to any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent sub‑agent thereof), any ArrangerL/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agentsub‑agent), such Arrangereach L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total credit exposure under the Group Loan Documents at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agentsub‑agent), such Arranger an L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agentsub‑agent), such Arranger L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a) of this Section 9.06 10.08.1 or the Borrower for any reason fails to indefeasibly pay or cause 10.08.2 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Bank, any Issuing Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees promises to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Bank, such Issuing the Swingline Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountprovided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger Issuing Bank or such Issuing the Swingline 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), such Arranger the Issuing Bank or such Issuing any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c) are subject to the provisions of ‎Section 2.17(c).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lender, such Issuing the Swingline Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that 141 ny-2096649 v7 NY-2096649.22 with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swingline 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), such Arranger the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aclauses (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 11.04 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swingline Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-sub- agent), such Arranger the L/C Issuer or such Issuing the Swingline 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), such Arranger the L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aSections 11.12(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause (b) to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any the Swing Line Lender, the Left Lead Arranger, any Issuing Lender an L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerL/C Issuer, such Issuing Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share 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 with respect to such unpaid amounts owed to such L/C Issuer or Swing Line Lender solely in its capacity as such, provided the Lenders shall be required to pay such unpaid amounts severally among them based on their Revolver Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Left Lead Arranger or such Issuing Lender L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Swing Line Lender, the Left Lead Arranger or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(cSection 11.12(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of ‎Section 2.17(cparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and the other Loan Documents.

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share Applicable Percentage (determined as in accordance with clause (c) of the definition thereof 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), such Arranger or such Issuing Lender ) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)) in connection with such capacity. 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 L/C Issuer or any Related Party of any of the foregoing, each Revolving Credit Lender severally agrees to pay to such L/C Issuer or such Related Party, as the case may be, such Arranger Revolving Credit Lender’s Applicable Percentage (determined as in accordance with clause (a) of the definition thereof of the time that the applicable unreimbursed expense or indemnity payment is sought) of such Issuing Lender 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 any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.11(d).. 172

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender L/C Issuer or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender any L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.11(d).. 125

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) 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 them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender L/C Issuer or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger ) or such Issuing Lender any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).. 138

Reimbursement by Lxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 10.3 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by them to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountprovided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender the L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSection 2.7(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aclause (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 11.04 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, Party such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding)) 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), such Arranger or such Issuing Lender ) in its capacity as such such, or against any its Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender ) in connection with such capacity. For purposes hereof, “pro rata share” shall mean, with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the unused Commitments and the Outstanding Amount of the Loans of such Lender at such time and the denominator of which is the aggregate amount of the unused Commitments and the aggregate Outstanding Amount of the Loans at the time. Each Lender hereby agrees that, notwithstanding any exclusions from the Loan Parties’ indemnification obligations under Section 11.04(b) for gross negligence or willful misconduct of the applicable Indemnitee, no action taken (or not taken) by the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing in accordance with the directions of the Required Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be provided by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for the purposes of the Lenders’ payment and indemnification obligations under this clause (c). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this clause (c). The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.10(d).. 131

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aclause (a)(i) or (b)(i) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 10.03 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent, the Collateral Agent (or any sub-sub- agent thereof), any ArrangerIssuing Bank, any Issuing Lender Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerIssuing Bank (only in the case of Lenders that are Letters of Credit Facility Participants), such Issuing Lender Arranger or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share 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 with respect to such unpaid amounts owed to any Issuing Bank solely in its capacity as such, only the Letters of Credit Facility Participants shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such any Issuing Lender in its capacity as such Bank or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in connection with such capacityBank. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(c).Section 2.17. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time, or upon its share of the sum of the total Letters of Credit Maximum Amount at the time, as applicable. 138

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such the Issuing Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger ) or such the 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), such Arranger ) or such the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSections 2.1, 2.4 and 2.20(e).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 13.3 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe LC Issuer, any Issuing Lender the Swingline Lender, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe LC Issuer, such Issuing Lender the Swingline Lender, or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Commitment Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the LC Issuer or Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lender’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), such Arranger the LC Issuer or such Issuing Lender the Swingline Lender, in each case 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), such Arranger or such Issuing Lender the LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (b) are subject to the provisions of ‎Section 2.17(c).Section 3.5

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) 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 them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share 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 such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) 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 by them to each case, to be paid to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative each Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative any Agent (or any such sub-agent), such Arranger ) or such Issuing the L/C Issuer or the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative each Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection ‎(aclauses (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 10.04 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerL/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing L/C Issuer or the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.13(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aclause (a) or (b) 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 them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the of the sum of the (x) total outstanding Loans at such time and (y) aggregate unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided, provided that further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender 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), such Arranger or such Issuing Lender ) in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.10(b).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) 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 them to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender ) or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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), such Arranger L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aclauses (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause 11.04 to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerany L/C Issuer, such Issuing the Swingline Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger L/C Issuer or such Issuing the Swingline 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), such Arranger L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cclause (c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid by it to any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), such Arrangereach L/C Issuer, such Issuing the Swing Line Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time 188 that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the total credit exposure under the Group Loan Documents at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), such Arranger an L/C Issuer or such Issuing the Swing Line Lender in its capacity as such such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), such Arranger L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection ‎(a(a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe L/C Issuer, such Issuing the Swingline Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount), provided that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the L/C Issuer or such Issuing the Swingline 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), such Arranger the L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c(c) are subject to the provisions of ‎Section 2.17(cSection 2.12(d).

Reimbursement by Lxxxxxx. To the extent that the Borrower for any reason ODEC fails to indefeasibly pay any amount required under subsection ‎(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerAgent, any Issuing Lender or any Related Party of any of the foregoingSwingline Lender under Section 9.03(a) or 9.03(b), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerAgent, such Issuing Lender or such Related Partythe Swingline Lender, as the case may be, such LxxxxxLender’s Pro Rata Share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; (including any such unpaid amount in respect of a claim asserted by such Lender); provided, provided that with respect to such unpaid amounts owed to any Issuing Lender or Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (Agent, the Issuing Lender or any such sub-agent), such Arranger or such Issuing the Swingline Lender in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in connection with such capacitysuch. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSection 2.02(a).

Reimbursement by Lxxxxxx. To the extent that the Borrower (or any other Loan Party pursuant to this Agreement or any other Loan Document) for any reason fails indefeasibly to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lenders, any Issuing the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arrangerthe Issuing Lenders, such Issuing the Swingline Lender or such Related Party, as the case may be, such LxxxxxLender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); and provided further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger any Issuing Lender or such Issuing the Swingline 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), such Arranger any Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (c) are subject to the provisions of ‎Section 2.17(cSections 2.1 and 2.15(e).. 142

Reimbursement by Lxxxxxx. 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 to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Issuing Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in its capacity as such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(c) are subject to the provisions of ‎Section 2.17(c).. 101

Reimbursement by Lxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection ‎(aparagraph (a) or (b) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection ‎(b) of this Section 9.06, in each case, to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lender, any Issuing the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such ArrangerIssuing Lender, such Issuing Swingline Loan Lender or such Related Party, as the case may be, such Lxxxxx’s Pro Rata pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount); provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger the Issuing Lender or such Issuing the Swingline Loan 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), such Arranger the Issuing Lender or such Issuing the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this subsection ‎(cparagraph (b) are subject to the provisions of ‎Section 2.17(c)Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].