Common use of Reimbursement by the Lenders Clause in Contracts

Reimbursement by the Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 9.5.1 or 9.5.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Applicable Percentage; 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), against the Issuing Bank or the Swingline Lender in their respective capacities as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 are subject to the provisions of Section 9.4.

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it the Loan Parties to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuers, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Percentage) 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable Percentage; 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), against the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), any L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.42.12(d).

Reimbursement by the Lenders. To the extent that the Holdings or any Borrower for any reason fails to indefeasibly pay any amount required under Section 9.5.1 10.2A or 9.5.2 10.2B to be paid by it to the Administrative any Agent (or any sub-agent Agent thereof), the any Issuing Bank, the Swingline Lender Bank or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentAgent), the any Issuing Bank, the Swingline Lender Bank 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 (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that, with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Applicable Percentage; 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), against the Agent) or such Issuing Bank or the Swingline Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agentAgent) or the such Issuing Bank or the Swingline Lender in connection with such capacity; provided further that to the extent any Issuing Bank is entitled to indemnification under Section 10.2A or 10.2B, the indemnification provided for in this Section 10.2C will be the obligation solely of the Revolving Loan Lenders. The obligations of the Lenders under this Section 9.5.3 10.2C are subject to the provisions of Section 9.410.12.

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it the Loan Parties to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuers, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Percentage) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by 102 such Lender); provided that, with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable Percentage; 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), against the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), any L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (cd) are subject to the provisions of Section 9.42.12(d).

Reimbursement by the 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 9.5.1 or 9.5.2 to 130 8884322.11 be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline 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 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 Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable Percentage; provided Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.42.12(d).

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage 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 Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.4.2.12(d). 110

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it to the Administrative either Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 either Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.4.2.13(d). 132

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it to the Administrative either Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 either Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.42.13(d).

Reimbursement by the 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 9.5.1 or 9.5.2 11.04 to be paid by it to the Administrative either Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 either Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.42.13(d).

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it to the Administrative either Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 either Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.42.13(d).

Reimbursement by the 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 9.5.1 or 9.5.2 11.04 to be paid by it to the Administrative either Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable PercentagePercentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 either Agent (or any such sub-agent), against the Issuing Bank L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), the L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (c) are subject to the provisions of Section 9.4.2.13(d). 133

Reimbursement by the Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under Section 9.5.1 10.1 or 9.5.2 Section 10.2(a) to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing BankLender, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such 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 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 Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Applicable Percentage; 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), against the such Issuing Bank Lender or the such Swingline Lender in their respective capacities 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 Lender or the Issuing Bank or the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 are subject to the provisions of Section 9.4.

Reimbursement by the Lenders. To the extent that the Borrower for any reason Company fails to indefeasibly pay any amount required under Section 9.5.1 subsection 10.2A or 9.5.2 10.2B to be paid by it to the Administrative any Agent (or any sub-agent Agent thereof), the Issuing Bank, the Swingline Lender Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentAgent), the Issuing Bank, the Swingline Lender Bank 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 (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that, with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Applicable Percentage; 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), against Agent) or the Issuing Bank or the Swingline Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agentAgent) or the Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection 10.1C are subject to the provisions of Section 9.4subsection 10.12.

Reimbursement by the 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 9.5.1 or 9.5.2 to be paid by it the Loan Parties to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuers, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage Percentage) 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 their respective capacities as such, only the Lenders holding outstanding Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Lender’s Lenders’ Applicable Percentage; 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), against the Issuing Bank any L/C Issuer or the Swingline Swing Line Lender in their respective capacities its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), any L/C Issuer or the Issuing Bank or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 9.5.3 subsection (d) are subject to the provisions of Section 9.42.12(d).