Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative any Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent) ), such Issuing Bank or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), or such Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) ), or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(d).

Reimbursement by Xxxxxxx. To the extent that Holdings and the Loan Parties Borrowers for any reason fail indefeasibly to pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by it or them to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender and each L/C Issuer severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Revolving Facility Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, 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), an L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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), in its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofthereof (but without limiting the obligation of the Borrowers under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, provided that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability Liabilities or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or such Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.10(b)10.5.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, 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 such L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (bSection 11.04(b) of this Section 11.04 to be paid by them to the Administrative Agent Agents (or any sub-agent thereof) ), the Syndication Agent, the Arrangers, the L/C Issuers or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent) ), the Syndication Agent, the Arrangers, the L/C Issuers or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Syndication Agent, the Arrangers or the L/C Issuers in their capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent) ), the Syndication Agent, the Arrangers or the L/C Issuers in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Xxxxxxxxx for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.08(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof the Administrative Agent but without affecting the Borrower’s reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of the Administrative Agent acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To Without duplication with respect to Section 7.08, to the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 8.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s pro rata share at such time); , provided, further, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in 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)case, 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) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.10(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.5 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.5 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Sustainability Structuring Agent or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 's share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 sought) based on each Lender’s share of sum of the Total Credit Exposure at such time) aggregate unpaid principal amount of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)the Term Loans then outstanding, 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, 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), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally severally, and not jointly, agrees to pay to the Administrative Agent (or any such sub-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 timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.10(b2.09(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuers or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuers or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ accordance with its Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or the L/C Issuers in their capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the L/C Issuers in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. (d)

Reimbursement by Xxxxxxx. (i) To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to any of the Administrative Agent Agents (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to such of the Administrative Agent Agents (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, furtherand calculated, thatsolely for this purpose, on an aggregate basis across all Facilities then in effect) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such of the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent Agents (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such of the Administrative Agents (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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 against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) 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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages (determined as of the time ; provided that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.10(b2.14(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 11.3(a) [Costs and Expenses] or (b11.3(b) of this Section 11.04 [Indemnification by the Borrower] to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total 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 Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 Issuing Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(bd).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 above to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any of its Related Party thereofParties, but without relieving the Borrower of its obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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), ) in its capacity as such or against any such Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages Loan Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent 105 (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in 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)case, 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) of such unpaid amount, further, that, 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 Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (bSection 11.04(b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 timeApplicable 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.10(b2.10(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of 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 Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to pay in full in cash any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of 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 Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally CHAR1\1928876v8 among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof the Administrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 ratable share of the Total Credit Exposure at such timeCommitments) 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 Xxxxxx’s ratable share of the Commitments (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 against any such sub-agent), subagent of the Administrative Agent or against any Related Party thereof of the Administrative Agent acting for the Administrative Agent (or any such sub-agent)) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to any of the Administrative Agent or the Collateral Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to each of the Administrative Agent or the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against any of the Administrative Agent or the Collateral Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.09(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such agent)or any Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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)) in its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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 L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofIssuing Bank, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may beIssuing Bank, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Outstandings at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or such Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(d).. (c)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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 L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofit, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. 122

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent, the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined case as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the Collateral Agent or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 10.03 to be paid by them it to the Administrative AgentAgents (or any sub-agent thereof), the Collateral Agent, the Lender Representative, or any Related Party of any of the foregoing, each Lender and Issuing Bank severally agrees to pay to the Administrativesuch Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or any Related Party thereof), each the Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) Representative or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount amount; provided that (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrativesuch Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Lender Representative in its capacity as such, or against any Related Party of any of the foregoing acting for thesuch Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Collateral Agent (or any such sub-agentagent thereof) or the Lender Representative in connection with such capacity. The obligations For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the Lenders under this subsection (c) are subject to sum of the provisions of Section 2.10(b)total LC Exposure, outstanding Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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 L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the 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 (if any) to make such payment, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.09(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such L/C Issuer or the Swing Line Lender, in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.04(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- 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 sought) based on each Lender’s share of sum of the Total Credit Exposure at such time) aggregate unpaid principal amount of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)the Term Loans then outstanding, 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, 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), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 10.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the Lender Representative, or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), the Lender Representative or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (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 amount; provided 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 Collateral Agent (or any sub-agent thereof) or the Lender Representative in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or the Lender Representative in connection with such capacity. The obligations For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the Lenders under this subsection (c) are subject to sum of the provisions of Section 2.10(b)outstanding Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent (or any sub- agent thereof), any Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent), the applicable Issuing Bank or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in 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)case, 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) of such unpaid amount, further, that, 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 such Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).this Agreement that provide that their obligations are several in nature, and not joint and several. 112

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.10(d).. (d) [Reserved]. (e)

Reimbursement by Xxxxxxx. To Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofit, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 against any Related Party thereof acting for the Administrative Agent Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aparagraph 9(a) or (b9(b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees Fifth Amended and Restated Credit Agreement to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total 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 Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, provided, further, that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or the Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or 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 2.10(b)this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b11.04(b) of this Section 11.04 to be paid by them to the Administrative Agent Agents (or any sub-agent thereof) ), the Arrangers, the Swingline Lender, the L/C Issuers or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent Agents (or any such sub-agent) ), the Arrangers, the L/C Issuers, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Arrangers, the Swingline Lender or the L/C Issuers in their capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent) ), the Arrangers, the Swingline Lender or the L/C Issuers in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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)) in its capacity as such, or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. If any indemnity furnished by the Lenders to the Administrative Agent pursuant to this Section 10.04(c) for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity from the Lenders and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished by the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties If a Borrower for any reason fail fails to 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 11.04 to be paid by them to the Administrative each Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, (i) each Revolver Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s Revolver 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 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 its Percentage 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, further, that, 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), ) or against any Related Party thereof of any of the foregoing acting for the Administrative such Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower Party for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Letter of Credit Issuer or any Related Party thereofof any of the foregoing (but without releasing such Borrower Party from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Letter of Credit Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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 Letter of Credit Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Letter of Credit Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b)several.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b)3.1.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender Xxxxxx severally agrees to pay to the Administrative Agent (or any such sub-agent) ), or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of 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 Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity). The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by 113 them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the LC Issuer, the Swingline Lender, or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the LC Issuer, the Swingline Lender, or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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 Swingline Lender, or the LC Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the Swingline Lender, or LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.14(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aparagraph 9(a) or (b9(b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Bank or such Fifth Amended and Restated Credit Agreement 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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, provided, further, that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) or the Issuing Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or 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 2.10(b)this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any of its Related Party thereofParties, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 (of all Classes) 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’ each Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and determined taking into account all Classes of Loans then outstanding); provided, further, that, 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), ) in its capacity as such or against any such Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (cd) are subject to the provisions of Section 2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in CHAR2\2846261v9 connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing (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) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage of such amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages 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, further, that, 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), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any any(c) reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent, the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined case as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the Collateral Agent or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(b).

Reimbursement by Xxxxxxx. (i) To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to any of the Administrative Agent AgentAgents (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to such of the Administrative Agent AgentAgents (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, furtherand calculated, thatsolely for this purpose, on an aggregate basis across all Facilities then in effect) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such of the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent AgentAgents (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for such of the Administrative AgentAgents (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 's share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender's Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection (aSection 10.04(a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Arranger, or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Arranger, or such Related Party, as the case may be, such Xxxxxx’s pro rata ratable 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 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 Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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), any Arranger, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.04(c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), any L/C Issuer, any Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability Liabilities or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Swingline Lender or any L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), any Swingline Lender or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent or Collateral Agent (or any sub-agent agents thereof) or any Related Party thereofof any of the foregoing, each Lender (other than the Initial Lender) severally agrees to pay to the Administrative Agent or Collateral Agent (or any such sub-agentagents) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages (determined as of the time ; provided 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 Collateral Agent (or any such sub-agentagents), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent or Collateral Agent (or any such sub-agentagents) in connection with such capacity. The obligations of the Lenders under this subsection this‌ paragraph (c) are subject to the provisions of Section 2.10(b2.12(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 or, if such payment is sought after the date upon which the Commitments shall have terminated, ratably in accordance with such pro rata share of the Total Credit Exposure at immediately prior to such timedate) 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 provided further that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes of this Section 11.04(c), a Lender’s “pro rata share” shall be determined based upon its share of the sum of the aggregate amount of the Loans or Commitments at the time outstanding or in effect (or most recently outstanding or in effect). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by any of them to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b)12.3.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of or, if such payment is sought after the Total Credit Exposure at date upon which the Commitments shall have terminated, ratably in accordance with such timeApplicable Percentage immediately prior to such date) 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 provided further that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party thereofof the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 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’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-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 Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided, further, that, 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 against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity). The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent, the Collateral Agent (or any sub-agent thereofof the Administrative Agent or the Collateral Agent) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent (or any such sub-agentagent of the Administrative Agent or the Collateral Agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Percentages (determined as of the time ; provided 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, the Collateral Agent (or any such sub-agentagent of the Administrative Agent or the Collateral Agent), or against any Related Party thereof of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agentagent of the Administrative Agent or the Collateral Agent) in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.10(b2.10(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 11.04 9.06, in each case, to be paid by them to the Administrative Agent (or any sub-agent thereof) ), any Arranger, any Issuing Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Arranger, such Issuing Lender or such Related Party, as the case may be, such 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 Lenders’ Applicable Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Arranger or such Issuing Lender in its capacity as such or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), such Arranger or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.17(c).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, Party 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 Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided, further, 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 against any Related Party thereof acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. 119 Xxxxx Xxxxxx Credit and Guaranty Agreement AMERICAS/2024027744.12 4860-7476-1089.6

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent Agents (or any sub-agent thereof) ), the Swing Line Lender, the L/C Issuers or any Related Party thereofof any of the foregoing, each Lender (other than the Swing Line Lender in its capacity as such) severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent, the Swing Line Lender, the L/C Issuers or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed ​ 171 ​ expense or indemnity payment is sought); provided) of such unpaid amount, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, the Swing Line Lender or L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) or the Collateral Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.12(d).. ​

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) Sections 10.3.1 or (b) of this Section 11.04 10.3.2 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to indemnify, hold harmless and pay to the Administrative Agent (or any such sub-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 Lenders’ Applicable Percentages Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided) of such unpaid amount, further, that, 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)) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations For purposes of this Section 10.3.4, a Lender’s “Ratable Share” shall be determined based upon its share of the Lenders under this subsection outstanding Loans and outstanding Commitments (c) are subject or if such indemnity payment is sought after the date on which the Loans have been paid in full and the Commitments have been terminated in accordance with such Lender’s Ratable Share immediately prior to the provisions of Section 2.10(bdate on which the Loans are paid in full and the Commitments have been terminated).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Collateral Agent, the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on in each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined case as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided, further, that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent (or any such sub-agent) ), the Collateral Agent or the L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(b2.11(b).. (d)