Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage of the Loan held by all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (aparagraph 9(a) or (b9(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuing Bank or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, provided, that the unreimbursed expense or indemnified loss, claim, 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 Syndication Agent, any L/C Issuer or any Arranger 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 Syndication Agent, any L/C Issuer ) or any Arranger Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the other provisions of Section 2.13(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative any Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuing Bank or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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-agent), the Syndication Agent, any L/C Issuer or any Arranger such Issuing Bank 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 Syndication Agent, any L/C Issuer or any Arranger such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that Holdings and the Borrower Borrowers for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger the Swing Line Lender or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Facility Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any an L/C Issuer or any Arranger the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Parent Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (bc) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agentany Co-Sustainability Coordinator, any L/C Issuer, any Arranger Issuing Bank or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuersuch Co-Sustainability Coordinator, such Arranger Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage of such unpaid amount (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 Syndication Agent, any L/C Issuer ) or any Arranger 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 Syndication Agent, any L/C Issuer ) or any Arranger such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject several, and the failure of any Lender to fund its obligations hereunder shall not relieve any other Lender of its obligation, but no Lender shall be responsible for the provisions failure of Section 2.13(d)any other Lender to fund its obligations hereunder.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Swing Line Lender or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger 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), or the Syndication Agent, any L/C Issuer or any Arranger Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s Proportionate Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection paragraph (cb) are subject to the provisions of Section 2.13(d)10.12.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Sustainability Structuring Agent or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Party, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Term Loan Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger agent 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 such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To Without duplication with respect to Section 7.08, to the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 8.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share at such time), 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentage of such unpaid amount 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Lead Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (bc) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuing Bank or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Issuing Bank or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Commitment Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer ) or any Arranger 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 Syndication Agent, any L/C Issuer ) or any Arranger such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject several, and the failure of any Lender to fund its obligations hereunder shall not relieve any other Lender of its obligation, but no Lender shall be responsible for the provisions failure of Section 2.13(d)any other Lender to fund its obligations hereunder.

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally severally, and not jointly, agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Xxxxxx’s Pro Rata Share (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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.13(d2.09(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 aggregate Exposure 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 of such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent or the Issuing Bank under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the its obligation of the Borrower to do so) or to the extent that the fees, costs and expenses of the Independent Valuation Provider incurred pursuant to Section 5.12(b)(iii) exceed the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap, the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger or such Related PartyIssuing Bank, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger Issuing Bank in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative any Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Aggregate 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 of such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Aggregate 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 of such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.08(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agentapplicable Issuing Lender, any L/C Issuer, any Arranger the Applicable Swingline Lender or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agentapplicable Issuing Lender, any L/C Issuer, such Arranger the Applicable Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable applicable Revolving Commitment Percentage of such unpaid amount (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 Syndication Agentapplicable Issuing Lender, any L/C Issuer or any Arranger the Applicable Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer applicable Issuing Lender or any Arranger the Applicable Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that Holdings and the Borrower for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage 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 Lenders’ percentage (carried out to the ninth decimal place) of the Facilities (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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.02(a).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total 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 CHAR1\1928876v8 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuer or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any such L/C Issuer, such Arranger Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the unused Commitments and Revolving Exposure 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 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 Syndication Agent, any ) or such L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any ) or such L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Party, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, agent)or any L/C Issuer, such Arranger 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 such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d)3.1.

Reimbursement by Xxxxxxx. To the extent that the any Borrower Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Letter of Credit Issuer or any Related Party of any of the foregoing (and but without limiting the releasing such Borrower Party from its obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Letter of Credit Issuer or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Syndication Agent, any L/C Letter of Credit Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Syndication Agent, any L/C Letter of Credit Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d)several.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 10.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication AgentArranger, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication AgentArranger, any L/C Issuer, such Arranger or such Related Party, as the case may be, such Xxxxxx’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as suchArranger, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.04(c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Administrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentage of such unpaid amount 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, 89 CHAR1\2011656v6 liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Issuing Bank, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer) or such Issuing Bank, such Arranger Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or such Related Party, as the case may be, such indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer ) or any Arranger 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 Syndication Agent, any L/C Issuer ) or any Arranger such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.11(d).. (c)

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Party, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); providedsought based on each Lender’s share of the Total Credit Exposure at such time) 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any such L/C Issuer, such Arranger or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Pro Rata Share (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 Syndication Agent, any such L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any such L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentage of such unpaid amount 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage or other applicable share (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower or Discovery for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Outstanding Amount at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Loan 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, Party such Xxxxxx’s pro rata share (determined as of the case may be, such time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).. 119 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (bSection 11.04(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Applicable Percentage Percentage) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 10.3(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Syndication Agent, any L/C Issuer, any Arranger Swingline Lender or any Creditor Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Syndication Agent, any L/C Issuer, such Arranger Swingline Lender or such Creditor Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Syndication Agent, any L/C Issuer or any Arranger Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Syndication Agent, any L/C Issuer or any Arranger Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.3(c) are subject to the provisions of Section 2.13(d)10.11.

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails to indefeasibly pay any amount required under subsection (aSections 15.8(1) or (b2) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuer or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), the Syndication Agent, any L/C Issuer, such Arranger Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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), ) or the Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any ) or L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (cSection 15.8(3) are subject to the other provisions of Section 2.13(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so), thereof each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage Commitment at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and but without limiting the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought 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, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Party, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); providedsought based on each Lender’s share of the Total Credit Exposure at such time) 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender Xxxxxx severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Pro Rata Share (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Pro Rata Share (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuer or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is 84 Five Point Operating Company, LP sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage '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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the If a Borrower for any reason fails to indefeasibly pay when due any amount that it is required to pay under subsection (aSection 10.04(a) or (bSection 10.04(b) of this Section to be paid by it to the Administrative each Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing foregoing, (and without limiting the obligation of the Borrower to do so), i) each Revolver Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Revolver Lender’s Applicable 's pro rata share (based on its Percentage of such unpaid amount Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount and (ii) each Term Loan Lender severally agrees to pay to Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Term Loan Lender's pro rata share (based on its Percentage 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 an Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer ) or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger 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 Aggregate 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 of such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)Administrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage ratable share of the Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Xxxxxx’s ratable share of the Commitments (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 against any such sub-agent), subagent of the Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, Administrative Agent or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 9.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any Several L/C Issuer, any Arranger Agent or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any Several L/C Issuer, such Arranger Agent 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 Applicable Percentage share of the aggregate unused Commitments and Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any Several L/C Issuer or any Arranger 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), ) or the Syndication Agent, any Several L/C Issuer or any Arranger Agent in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.15(g).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, that that, the unreimbursed expense or indemnified loss, claim, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the unfunded Commitments and the outstanding Loans of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Outstanding Amount at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, that 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Percentage of such unpaid amount pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)sought and based on the aggregate principal amount of all Loans and unused Commitments then outstanding) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations agreements in this Section 9.5(c) shall survive the termination of this Credit Agreement and payment of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d)Notes and all other amounts payable hereunder.

Reimbursement by Xxxxxxx. To the extent that the any Borrower Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Letter of Credit Issuer or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Letter of Credit 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) 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 Syndication Agent, any L/C ) or Letter of Credit Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C ) or Letter of Credit Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d)several.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject to the provisions of Section 2.13(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay in full in cash any amount required under subsection 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 Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section above to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any of its Related Party of any of the foregoing (and Parties, but without limiting the obligation of 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 Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such LenderXxxxxx’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such 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 Syndication Agent, any L/C Issuer or any Arranger ) 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 Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSections 12.03(a) [Costs and Expenses] or (b12.03(b) of this Section [Indemnification by the Borrower] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger Issuing Lender or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount Ratable Share (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), ) or the Syndication Agent, any L/C Issuer or any Arranger 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 Syndication Agent, any L/C Issuer subagent) or any Arranger Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection 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 Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 Applicable Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect ​ of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by the Borrower, but without affecting the Borrower’s obligation (and without limiting the obligation of the Borrower if any) to do so)make such payment, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d2.09(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Term Loan Commitments or the outstanding amount of the Term Loan, as applicable, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, 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 Syndication Agent, any L/C Issuer or any Arranger ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in CHAR2\2846261v9 connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.13(d2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer, any Arranger ) or any Related Party of any of the foregoing (and without limiting the obligation of the Borrower to do so)foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer, such Arranger ) 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 such unpaid amount (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 Syndication Agent, any L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer or any Arranger ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.13(d).