Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing 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), the L/C IssuerIssuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that 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 Lender’s Applicable Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under clauses paragraph (a) or (b) of this Section 11.04 9.03 (including, for the avoidance of doubt, fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to be paid by it Section 5.12(b)(ii)(F) hereof in excess of the annual cap described therein (provided that prior to incurring expenses in excess of the annual cap described therein at any time no Event of Default shall exist, the Administrative Agent (or any sub-agent thereofshall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, (i) each Lender severally agrees to pay to the Administrative Agent (or any and such sub-agent), the L/C Issuer, the Swingline Lender or such Related PartyIssuing Bank, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and, (ii) each MulticurrencyRevolving Lender severally agrees to pay to the applicable Issuing Bank or Swingline Lender such Revolving Lender’s Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity is sought), 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 (Agent, such Issuing Bank or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under clauses paragraph (a) or (b) of this Section 11.04 9.03 (including, for the avoidance of doubt, fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to be paid by it Section 5.12(b)(ii)(F) hereof in excess of the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap for any 12-month period at any time no Event of Default shall exist), the Administrative Agent (or any sub-agent thereofshall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, (i) each Lender severally agrees to pay to the Administrative Agent (or any and such sub-agent), the L/C Issuer, the Swingline Lender or such Related PartyIssuing Bank, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (ii) each Multicurrency Lender severally agrees to pay to the applicable Swingline Lender such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity is sought), 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 (Agent, such Issuing Bank or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 any L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), the such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 10.04 or 10.05(a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the any such L/C Issuer, the Swingline Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such XxxxxxLender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, providedfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the an L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders lenders under this clause subsection (cb) are subject to the provisions of Section 2.12(d2.12(e). All amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing 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), the L/C IssuerIssuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Revolving 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 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 Lender’s Applicable Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 2.12(dSections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.12(c).

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

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b11.04(b) of this Section 11.04 to be paid by it to the Administrative Agent Agents (or any sub-agent thereof), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the L/C Issuer, the Swingline Lender Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers, the L/C Issuer, the Swingline Lender Issuers or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or the L/C Issuer or the Swingline Lender Issuers in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the 2021 Incremental Lead Arrangers or the L/C Issuer or the Swingline Lender Issuers in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 above to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Lender, or any Related Party of any of the foregoing, but without relieving the Borrower of its obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender Lender, in its capacity as such, such or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d)2.9.

Reimbursement by Xxxxxxx. (i) To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to any of the Administrative Agent Agents (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to such of the Administrative Agent Agents (or any such sub-agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), providedand calculated, solely for this purpose, on an aggregate basis across all Facilities then in effect) 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 such of the Administrative Agent Agents (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such of the Administrative Agent Agents (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d). (ii) Each of the Administrative Agents shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender ) or any Related Party of any of the foregoing, and without limiting the obligations of the Borrower to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s 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 of the Total Credit Exposure aggregate amount of Loans and Commitments outstanding 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 ratable share of the aggregate amount of outstanding Loans and Commitments (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage Lenders’ Pro Rata Share (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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. If any previously unpaid amount of the Borrower is thereafter otherwise recovered from the Borrower in whole or in part, such recovered amount shall be promptly returned by the Administrative Agent to the Lenders that made a payment with respect thereto (after application of such recovered amount to any other amounts then payable to the Administrative Agent pursuant to subsection (a) or (b) above) on a pro rata basis. The obligations of the Lenders under this clause subsection (cb) are subject to the provisions of Section 2.12(d2.8(e).

Reimbursement by Xxxxxxx. To Without limiting the Lenders’ obligations under Section 9.14, hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative any Agent (or any sub-agent thereof), the L/C LC 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 L/C LC Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), ) or the L/C LC Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the L/C ) or LC Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline 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), the L/C Issuersuch Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 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 Lender’s Applicable Percentage Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) provided, providedfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline agent),the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Issuing Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 2.12(d)2.2.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, Issuer or the Swingline Lender or any Related Party of any of the foregoingLender, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the any L/C Issuer, Issuer the Swingline Lender or such Related Party, as the case may beLender, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the such L/C Issuer or the Swingline Lender Lender, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender Lender, in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuers, the Swingline Lender Swing Line Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C IssuerIssuers, the Swingline Lender Swing Line Lenders or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of sum of (i) the Total aggregate unpaid principal amount of the Term Loans then outstanding and (ii) the total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the any L/C Issuer or the Swingline any Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any L/C Issuer or the Swingline any Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (bA) of this Section 11.04 10.5 or Section 9.5 or Section 10.6 to be paid by it to the Administrative Facility Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Collateral Agent or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Facility Agent (or any such sub-agentagent thereof), the L/C Issuer, the Swingline Lender Collateral Agent or such any Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Aggregate Commitment 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 Lender’s Applicable Lenders’ Lender Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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 Facility Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Lender Collateral Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Facility Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Lender Collateral Agent, in connection with such capacity. The obligations of the Lenders under this clause (cB) are subject to the provisions of Section 2.12(d2.13(C).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the ) or L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section 11.04 to be paid by it to the Administrative any Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender any 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), the such L/C Issuer, the Swingline Lender such Swing Line Lender, or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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 such Agent (or any such sub-agent), the such L/C Issuer Issuer, or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), the such L/C Issuer Issuer, or the Swingline such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 applicable L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), the applicable L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (bSection 11.04(b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

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

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

Reimbursement by Xxxxxxx. To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative an Agent (or any sub-agent thereof), the L/C Issueran Issuing Bank, the Swingline a Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Applicable Administrative Agent (or any such sub-agent), the L/C IssuerApplicable Issuing Bank, the Swingline Applicable Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Pro Rata 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 Applicable Administrative Agent (or any such sub-agent), the L/C Issuer Applicable Issuing Bank or the Swingline Applicable Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Applicable Administrative Agent (or any such sub-agent), the L/C Issuer Applicable Issuing Bank or the Swingline Applicable Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, and without limiting the obligations of the Borrower to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer, the Swingline Lender in each case in its capacity as such, or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the ) or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company or the Facility Guarantor for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 applicable L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the applicable L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the applicable L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Swing Line Lenders or any Related Party of any of the foregoing, but without affecting the Borrowers’ obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Swing Line Lenders or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline each Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline each Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’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 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 Lenders’ 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (bSection 11.04(b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Swing Line Lender, any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Swing Line Lender, such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), 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), provided, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Swing Line Lender or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Swing Line Lender or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’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)amount, 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), 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), the ) or any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative any Agent (or any sub-agent sub‑agent thereof), the any L/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 such Agent (or any such sub-agentsub‑agent), the each L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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 such Agent (or any such sub-agentsub‑agent), the an L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agentsub‑agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing 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), the L/C IssuerIssuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Commitment Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it the Borrowers to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage of the Aggregate Commitment (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. (i) To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to any of the Administrative Agent AgentAgents (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to such of the Administrative Agent AgentAgents (or any such sub-agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), providedand calculated, solely for this purpose, on an aggregate basis across all Facilities then in effect) 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 such of the Administrative Agent AgentAgents (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such of the Administrative Agent AgentAgents (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d). (ii) TheEach of the Administrative AgentAgents shall be fully justified in failing or refusing to take any action hereunder and under any other Loan Document (except actions expressly required to be taken by it hereunder or under the Loan Documents) unless it shall first be indemnified to its satisfaction by the Lenders pro rata against any and all liability, cost and expense that it may incur by reason of taking or continuing to take any such action.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing 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), the L/C IssuerIssuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Aggregate Exposure 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 (or, if 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 soughtsought after the date upon which the Commitments shall have terminated and the Loans shall have been paid in full, determined as of immediately prior to the date on which the Loans were paid in full and the Commitments were terminated), ) of such unpaid amount; provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).Agent

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing but without affecting the Borrower's reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 any L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), providedprovided 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure total credit exposure under the Revolving Loan Facility at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), DB1/ 133985272.1133985272.4 ​ 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), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cf) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing 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), the L/C IssuerIssuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), 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), provided, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting its obligations to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Swing Line Lender or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Revolving 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), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; 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), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/L/ C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses Section 9.1 or subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Lenders’ Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or any L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (cb) are subject to the provisions of Section 2.12(d2.1(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub156 US-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).DOCS\136335661.3

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 133 152302503 such sub-agent), the such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure Exposures 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), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable L/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 applicable L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 's share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the applicable L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the applicable L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).. Nothing contained in this Section 10.04(c) shall relieve any Loan Party of any of its obligations hereunder. 149 ‌ DB3/ 201344542.8 ​ ​ ​

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such each Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 10.5 or Section 10.6 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerCollateral Agent, the Swingline Lender Funding Agents, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the L/C IssuerCollateral Agent, the Swingline Lender Funding Agents, or such any Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Aggregate Commitment 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 Lender’s Applicable Lenders’ Lender Group Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, or the Swingline Lender each Funding Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, or the Swingline Lender any Funding Agent, in connection with such capacity. The obligations of the Lenders under this clause (cB) are subject to the provisions of Section 2.12(d2.13(C).. (C)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), the any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Security Agent (and any sub-agent thereof) or any respective Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Security Agent (and any sub-agent thereof) or such respective Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), the L/C Issuer Security Agent (or the Swingline Lender in its capacity as such, any sub-agent thereof) or against any respective Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Lender Security Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-sub- agent), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. If any previously unpaid amount of the Borrower is thereafter otherwise recovered from the Borrower in whole or in part, such recovered amount shall be promptly returned by the Administrative Agent to the Lenders that made a payment with respect thereto (after application of such recovered amount to any other amounts then payable to the Administrative Agent pursuant to subsection (a) or (b) above) on a pro rata basis. The obligations of the Lenders under this clause subsection (cb) are subject to the provisions of Section 2.12(d2.8(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender any Issuing Bank 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 L/C Issuer, the Swingline Lender such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total aggregate principal amount of the Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lender’s Applicable Percentage Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, providedfurther, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Lender such Issuing Bank in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 2.12(d2.02(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in 112 respect of a claim asserted by such Lender), such payment to be made severally among them based on such each Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by it the Company to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline U.S. Swing Line Lender, the Global Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline such Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the each L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), the any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the any L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 any L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity 145 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), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure unused Commitments, Revolving A Exposure, Revolving B Exposure, Outstanding Amount of the Initial Term Loan, Outstanding Amount of the Initial Term A-2 Loan, Outstanding Amount of the Term A-3 Loan and Outstanding Amount of all Incremental Term Loans of such Lender at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 10.03 to be paid by it to the Administrative Agent AgentAgents (or any sub-agent thereof), the L/C IssuerCollateral Agent, the Swingline Lender Representative, or any Related Party of any of the foregoing, each Lender and Issuing Bank severally agrees to pay to the Administrative Administrativesuch Agent (or any such sub-agent), the L/C IssuerCollateral Agent (or any sub-agent thereof), the Swingline Lender Representative or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount amount; provided that (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), provided, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Administrativesuch Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof) or the Swingline Lender Representative in its capacity as such, or against any Related Party of any of the foregoing acting for the thesuch Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof) or the Swingline Lender Representative in connection with such capacity. The obligations For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Lenders under this clause (c) are subject to sum of the provisions of Section 2.12(d)total LC Exposure, outstanding Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses Section 9.1 or subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Revolving Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Lenders’ Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the sub‑agent) or any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the sub‑agent) or any L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (cb) are subject to the provisions of Section 2.12(d2.1(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage of the Commitments and Incremental Term Loan (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’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), 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), the or such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (and any sub-agent thereof) any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (and any sub-agent thereof), such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (and any sub-agent thereof) or such L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (and any sub-agent thereof) or such L/C Issuer or the Swingline Lender in connection with such capacity; provided that in respect of the proviso in sub-clause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) or the Collateral Agent (and any sub-agent thereof) and/or any of their respective Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 10.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to any Joint Lead Arranger, the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), the such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such LenderXxxxxx’s Applicable Percentage share of the Total Credit Exposure (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for such Joint Lead Arranger, the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.12 (d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C IssuerIssuing Lender, 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), the L/C Issuersuch Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share 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), provided, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 2.12(d)2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’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), 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), the or such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related CHAR1\1982698v3 Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties or the Parent Guarantor for any reason fail indefeasibly to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, Issuer or 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 each L/C Issuer, Issuer or the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans and 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 Lender’s Applicable Percentage Lenders’ percentage (carried out to the ninth decimal place) of the Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the an L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) an L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.02(a).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the each other Agent, any L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoingforegoing (and without limiting any Borrower’s obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such other Agent, such L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any other Agent or any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any other Agent or any L/C Issuer or the Swingline Lender in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Underlying Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Underlying Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Revolving 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), provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer, the Underlying Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the L/C Issuer, the Underlying Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the any L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Fronting L/C Issuer, the Swingline Several L/C Agent, the Swing Line Lender or any Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Fronting L/C Issuer, the Swingline Several L/C Agent, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the such Fronting L/C Issuer Issuer, the Several L/C Agent or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Fronting L/C Issuer Issuer, the Several L/C Agent or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof)Agent, the L/C IssuerCollateral Agent, the Swingline Issuing Lender or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, the L/C IssuerCollateral Agent, the Swingline Issuing Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding (or, if any such Term Loans have not yet been funded, the total Term Commitments then in effect) and (ii) the total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, ; provided that the any such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, the L/C Issuer Collateral Agent, the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, Collateral Agent (or any such sub-agent), the L/C Issuer or the Swingline Issuing Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ,; 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), ) or the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender Security Agent (and any sub-agent thereof) or any respective Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Security Agent (and any sub-agent thereof) or such respective Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s 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 (or any such sub-agent), the L/C Issuer Security Agent (or the Swingline Lender in its capacity as such, any sub-agent thereof) or against any respective Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer ) or the Swingline Lender Security Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/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 L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay (other than any contingent obligations in respect of which no claim for payment has yet been asserted) any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the L/C Issuer, the Swingline Lender Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), 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), ) or the L/C Issuer or 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), ) or the L/C Issuer or the Swingline Lender in connection with such capacityits capacity as such. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any L/C Issuer, the 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 any L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), providedprovided 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), the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 2.12(d).