Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) Section 10.08.1 or (b) of this Section 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing LenderBank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees promises to pay to the Administrative Agent (or any such sub-agent), such the Issuing LenderBank, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender Bank or any the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Lenders Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender Bank or such any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause (a) Section 11.3 or (b) of this Section 11.11 to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such Swingline the Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’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 outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, furtherfurther 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), such the Issuing Lender or such Swingline 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), such the Issuing Lender or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) Section are subject to the provisions of Section 5.711.4.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any ArrangerIssuer, any Issuing Lender, any Swingline Swing Line Lender or any Related Party or (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, Agent, the Issuer, any Swing Line Lender 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 Agent, the foregoingIssuer, any Swing Line Lender 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), such Issuing LenderIssuer, such Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender Issuer or any Swingline Swing Line Lender solely in its capacity as such, only the Lenders party to the Revolving Credit Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if based on each such Lender’s share of the Revolving Credit Commitment has been reduced to zero as of Exposure at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Issuer or such Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Issuer or any such Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.711.10.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), such the Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, in each case in their capacity as such, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.4.7. (d)

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any Lead Arranger, any Issuing LenderL/C Issuer, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lenderthe Collateral Agent, such Swingline each Lead Arranger, each L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, such Issuing Lender Lead Arranger, such L/C Issuer or such Swingline 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), such Issuing Lender the Collateral Agent, any Lead Arranger, any L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Bookrunner, the Swing Line Lender, any Swingline Lender L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Arranger, such Bookrunner, the Swing Line Lender, such Swingline Lender L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’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 according to the proportion of (a) the sum of the (i) Total Credit Exposure at Outstandings owing to such time, or if Lender (with the Total Credit Exposure has been reduced to zero, then based on aggregate amount of such Lender’s share risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes hereof) other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such date) of such Lender to (b) the sum of (i) Total Credit Exposure immediately prior Outstandings other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such reductiondate)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing any Arranger, any Bookrunner, the Swing Line Lender or such Swingline Lender any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing the Swing Line Lender or such Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total aggregate principal amount of the Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or such Issuing Lender or such Swingline Lender Bank in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7.2.02(e). (c)

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderBank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees (i) to pay with respect to the clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), such Issuing LenderBank, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to any Issuing Lender Bank or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); providedprovided further that, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.72.18(e).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7.Sections 2.1, 2.4 and 2.20(e). ny-2508035

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Loan Party for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any Arranger, sub-agent thereof) or any Issuing Lender, any Swingline Lender Receiver or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender, sub-agent) such Swingline Lender Receiver or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender sub-agent) or such Swingline Lender the Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender or such Swingline Lender sub-agent)or the Receiver in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.14(g). For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan 254 Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Sustainability Structuring Agent, any Issuing Lenderthe L/C Issuer, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lenderthe Sustainability Structuring Agent, such Swingline the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure unused Commitments and Loan Obligations at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender the Sustainability Structuring Agent, the L/C Issuer or such Swingline 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), such Issuing Lender the Sustainability Structuring Agent, the L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lenderthe L/C Issuer, such Swingline the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, furtherfurther 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), such Issuing Lender ) or such Swingline the 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), such Issuing Lender the L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7.Sections 2.1, 2.4 and 2.20(e). 127

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerIssuing Bank, any Issuing Lender, any Swingline Lender the Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing LenderBank, such Swingline Lender the Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender Bank or any Swingline Lender the Swing Line Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender the Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender any the Swing Line Bank in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.02(f). The failure of any Lender to reimburse the Agent, Issuing Bank or Swing Line Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent, Issuing Bank or Swing Line Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swing Line Bank, as the case may be, for such other Xxxxxx’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such agent),the Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7.Sections 2.1, 2.4 and 2.20(e). NY-2355188

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause clauses (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative to, indemnify or hold harmless such Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender ) or such Related Party, as the case may be, 4144-3070-7525 such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, (or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orafter the date on which the Obligations have been paid in full and the Commitments have been terminated, if the Revolving Credit Commitment has been reduced to zero determined as of such time, determined the day immediately prior to the date on which the Obligations were paid in full)) of such reduction); providedunpaid amount, 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 such Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative such Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in connection with such capacity. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans and unused Commitments (if any) at the time or, if such expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminated, determined as of the day immediately prior to the date on which the Obligations were paid in full. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.72.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Collateral Agent to such Lender from any source against any amount due to the Administrative Agent or the Collateral Agent under this clause (c).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any Arrangersub-agent thereof), any Issuing LenderBank, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Collateral Agent (or any sub-agent thereof), each Issuing LenderBank, such the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender party hereto or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amountsthird party), such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Xxxxxx’s Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, furtherthat, that the unreimbursed expense or indemnified loss, claim, 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), such Issuing Lender Bank or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), such Issuing Lender Bank or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 10.03(c) are subject several and not joint. The failure of any Lender to make any payment under this Section 10.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the provisions failure of any other Lender to so make its payment under this Section 5.710.03(c).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related US-DOCS\135452008.17 129 Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing Lender, any Swingline Swing Line Lender or any Related Party or (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, the L/C Issuer, any Swing Line Lender 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, the foregoingL/C Issuer, any Swing Line Lender 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), such Issuing LenderL/C Issuer, such Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or such Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or any such Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (cd) are subject to the provisions of Section 5.712.3.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower or any other Loan Party pursuant to any other Loan Document for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing the Swing Lender, any Swingline Lender the L/C Issuer, or any Related Party of any of the foregoingforegoing or the Administrative Agent otherwise has liability for the actions and items referred to in Section 9.5(a), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing the Swing Lender, such Swingline Lender the L/C Issuer, or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Aggregate Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing the Swing Lender or any Swingline Lender the L/C Issuer solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, sought) and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing the Swing Lender or such Swingline Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing the Swing Lender or such Swingline Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7.Sections 2.4 and 2.17(e). ​

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender L/C Issuer or any Related Party or (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, the L/C Issuer 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, the foregoingL/C Issuer 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), such Issuing Lender, such Swingline Lender L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Credit Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if based on each such Lender’s share of the Revolving Credit Commitment has been reduced to zero as of Exposure at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.713.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (aSection 10.04 or 10.05(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any such Issuing LenderL/C Issuer, such Swingline the Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such Lender’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender an L/C Issuer or such Swingline the Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any such Issuing Lender L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders lenders under this clause subsection (cb) are subject to the provisions of Section 5.72.12(e). All amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement 251 of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such agent),the Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any each Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.7.2.2. ​ 121 ​

Reimbursement by Xxxxxxx. To the extent that the Borrowers a Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), any Arrangeran Issuing Bank, any Issuing Lender, any Swingline a Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Applicable Administrative Agent (or any such sub-agent), such the Applicable Issuing LenderBank, such Swingline the Applicable Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as sought) of such timeunpaid amount, determined immediately prior to such reduction); 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 Applicable Administrative Agent (or any such sub-agent), such the Applicable Issuing Lender Bank or such Swingline the Applicable Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Applicable Administrative Agent (or any such sub-agent), such Applicable Issuing Lender Bank or such Swingline the Applicable Swing Line Lender in connection with such capacity. (d) The obligations provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the Lenders expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, Lender or Issuing Bank. All amounts due under this clause (c) are subject to the provisions of Section 5.7.9.05 shall be payable on written demand therefor. SECTION 9.06

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (aSection 10.04 or 10.05(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any such Issuing LenderL/C Issuer, such Swingline the Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such Lender’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender an L/C Issuer or such Swingline the Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any such Issuing Lender L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders lenders under this clause subsection (cb) are subject to the provisions of Section 5.72.12(e). All amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it it, or (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, the L/C Issuer or a Related Party in any way relating to the Administrative Agent (or arising out of this Agreement or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender the L/C Issuer or such Related Party, as the case may be, such Lender’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share portion of Loans, commitments and risk participations with respect to the Total Revolving Credit Exposure immediately prior to such reductionFacility) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender L/C Issuer in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Administrative Agent, L/C Issuer or Related Party. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (aSection 10.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Sustainability Structuring Agent, any Issuing LenderL/C Issuer, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lenderthe Sustainability Structuring Agent, such Swingline L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s 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 's share of the Total Credit Exposure Exposures of all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage ' Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, furtherthat, that the unreimbursed expense or indemnified loss, claim, 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 Sustainability Structuring Agent, such Issuing Lender L/C Issuer or such Swingline 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 Sustainability Structuring Agent, such Issuing Lender L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 10.04(c) are subject to the provisions of Section 5.7.2.12(d). cxxxiv

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause (aSection 11.04(a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Arrangerthe L/C Issuer, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lenderthe L/C Issuer, such Swingline the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender the L/C Issuer or such Swingline 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), such Issuing Lender the L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (cSection 11.04(c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Each Lender severally agrees to pay indemnify the Agent and each Issuing Bank (in each case, to the Administrative extent not promptly reimbursed by the Company) from and against such Xxxxxx’s ratable share of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including the fees, charges and disbursements of any advisor or counsel for such Person) that may be imposed on, incurred by, or asserted against the Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share (determined as in any way relating to or arising out of this Agreement or the time Notes or any action taken or omitted by the Agent or any Issuing Bank under this Agreement or the Notes; provided, however, that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) no Lender shall be liable for any portion of such unpaid amount (including losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or expenses resulting from the Agent’s or such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction, nor shall any such unpaid amount in respect of a Lender be liable to the extent that any claim asserted by such Lender); provided that with respect to such unpaid amounts owed any Special Letter of Credit under this section relates to any Issuing Lender an event arising on or any Swingline Lender solely in its capacity as such, only after the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as Participation Cut-Off Date. Without limitation of the time foregoing, each Lender agrees to reimburse the Agent and each Issuing Bank for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Company under Section 9.04(a), to the extent that the applicable unreimbursed expense Agent or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or Bank is not promptly reimbursed for such Swingline Lender in its capacity as such, or against any Related Party of any of costs and expenses by the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7Company.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender ) or such Related Party, as the case may be, Party such LenderXxxxxx’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 (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the Total Credit Exposure at such time, time most recently prior thereto when any Loans or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionCommitments remained outstanding)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction)amount; provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in its capacity as such, or against any its Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in connection with such capacity. For purposes hereof, “pro rata share” shall mean, with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the unused Commitments and the Outstanding Amount of the Loans of such Lender at such time and the denominator of which is the aggregate amount of the unused Commitments and the aggregate Outstanding Amount of the Loans at the time. Each Lender hereby agrees that, notwithstanding any exclusions from the Loan Parties’ indemnification obligations under Section 11.04(b) for gross negligence or willful misconduct of the applicable Indemnitee, no action taken (or not taken) by the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing in accordance with the directions of the Required Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be provided by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for the purposes of the Lenders’ payment and indemnification obligations under this clause (c). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this clause (c). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.72.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Credit Parties for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section Sections 11.01 and 11.02 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoingit, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, such Issuing each LC Issuer, each Lender, such Swingline Lender or such each Arranger and their respective Related PartyParties, as the case may be, such LenderXxxxxx’s pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans), determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share of the Total Aggregate Credit Facility Exposure (excluding Swing Loans) at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, such Issuing Lender LC Issuer or such Swingline Lender Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (Agent, such LC Issuer or any such sub-agent), such Issuing Lender or such Swingline Lender Arranger in connection with such capacity. The obligations of the Lenders under this clause (c) Section are subject to the provisions of Section 5.72.07(a). The Administrative Agent in Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties, their respective Subsidiaries and their Affiliates as though not acting as Administrative Agent hereunder. With respect to the Loans made by it and all Obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

Reimbursement by Xxxxxxx. To the extent that Holdings, the Borrowers Borrower or any Subsidiary for any reason fail fails to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender ) or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought); provided that, if to the Revolving Credit Commitment has been reduced extent that Holdings, the Borrower or any Subsidiary is not required to zero as indemnify or reimburse the Administrative Agent (or any of its Related Parties) for losses, claims, damages, liabilities or expenses pursuant to Section 10.4(a)(ii)(y) or Section 10.4(b)(2)(y), upon a determination by a court of competent jurisdiction in a final and non-appealable decision that such timelosses, determined immediately prior claims, damages, liabilities or expenses resulted from a material breach by the Administrative Agent or any of its Related Parties under Section 7.15, each Public-Side Lender agrees to indemnify or reimburse the Administrative Agent for losses, claims, damages, liabilities or expenses relating to such reductionmaterial breaches by the Administrative Agent or any of its Related Parties of Section 7.15 involving, related to, in connection with or arising out of the disclosure of information to such Public-Side Lender, excluding any losses, claims, damages, liabilities or expenses to the extent they have resulted from the willful misconduct or gross negligence of the Administrative Agent (or any of its Related Parties) (as determined by a court of competent jurisdiction in a final and non-appealable decision); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.09(b).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Company for any reason fail fails to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or Agent, any sub-agent thereof)of the Administrative Agent, the Sustainability Structuring Agent, any Arrangersub-agent of the Sustainability Structuring Agent, any Issuing Lender, any Swingline Lender the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the Sustainability Structuring Agent (or any such Issuing Lendersub-agent thereof), such Swingline Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as sought) of such timeunpaid amount, determined immediately prior to such reduction); 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 Agent, any such sub-agent), such Issuing Lender agent or such Swingline Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentagent thereof), the Sustainability Structuring Agent (or any such Issuing Lender sub-agent thereof), or such Swingline Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause 191 subsection (c) are subject to the provisions of Section 5.72.13(d). To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable. To the extent that the Sustainability Structuring Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Sustainability Structuring Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Parent Borrower or any other Loan Party for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderBank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing LenderBank, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Applicable Percentage at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender Bank or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); 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), such Issuing Lender Bank or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such 147 Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.14(f).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (aSection 10.04 or 10.05(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerL/C Issuer, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), any such Issuing LenderL/C Issuer, such Swingline the Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such Lender’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender an L/C Issuer or such Swingline the Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any such Issuing Lender L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders lenders under this clause subsection (cb) are subject to the provisions of Section 5.72.12(e). All 243 amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower (or any other Loan Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Issuing Lenders, any Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing LenderLenders, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the 133 Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.7Sections 2.1, 2.4 and 2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any each Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid ​ 143 ​ amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such Swingline the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Pro Rata Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided provided, that with respect to such unpaid amounts owed to any the Issuing Lender or any Swingline Swing Line Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such Swingline 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), such the Issuing Lender or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the applicable Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the applicable Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total RevolvingTotal Credit Exposure at such time, or if the Total RevolvingTotal Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total RevolvingTotal Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any an Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such subagent) or the applicable Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such ) or applicable Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.74.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to pay indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the applicable Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the applicable Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any an Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such subagent) or the applicable Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such ) or applicable Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.74.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed 162 146960219_6 165457743_4 expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section ‎Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any Arrangersub-agent thereof), any Issuing Lender, any Swingline Lender Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to (whether or not any such amount arises, in whole or in part, out of the comparative, contributory or sole negligence of the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent thereof), such Issuing LenderBank or such Related Party) to the Administrative Agent, the Collateral Agent, such Swingline Lender Issuing Bank or such Related Party, as the case may be, such LenderXxxxxx’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 or, if indemnification is sought after the Total Credit Exposure at date upon which all Commitments shall have terminated and the Loans and Reimbursement Obligations shall have been paid in full, ratably in accordance with such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure outstanding Loans and Commitments as in effect immediately prior to such reductiondate) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Collateral Agent (or any sub-agent thereof), any Issuing Lender or such Swingline Lender Bank in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Collateral Agent (or any sub-agent thereof) or any Issuing Lender or such Swingline Lender Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Banks shall not include losses incurred by the applicable Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of LC Exposure under ‎Section 2.17(c) or to make Revolving Loans under Section 2.17(e) (it being understood that this proviso shall not affect the applicable Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7‎Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity 103 payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such agent),the Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (aSections 9.5(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderBank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing LenderBank, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Revolving Percentage at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender Bank or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any ArrangerIssuing Bank, any Issuing Lender, any Swingline Lender the Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing LenderBank, such Swingline Lender the Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender Bank or any Swingline Lender the Swing Line Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them the Lenders based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage their respective Ratable Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender the Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender Bank or such Swingline Lender any the Swing Line Bank in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.02(f).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender L/C Issuer or any Related Party or (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, the L/C Issuer, 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, the foregoingL/C Issuer 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), such Issuing Lender, such Swingline Lender L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total outstanding Loans, interests in Letters of Credit Exposure and Unused Commitments at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender L/C Issuer solely in its capacity as such, only the Revolving Lenders party to the Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orbased on each such Lender’s share of the outstanding Loans, if the Revolving interests in Letters of Credit Commitment has been reduced to zero as of and Unused Commitments at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.712.3.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any the Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail Each Lender severally agrees to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it the Borrower under Section 11.04(a) or 11.04(b) to the Administrative Agent (and any sub-agent thereof), each L/C Issuer and the Swing Line Lender, and each Related Party of any of the foregoing Persons (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the Lenders’ respective pro rata shares in effect on the date on which such payment is sought under this Section 11.04(c), and agrees to indemnify and hold to the Administrative Agent (and any sub-agent thereof), each L/C Issuer and the Swing Line Lender, and each Related Party of any of the foregoing Persons, harmless from and against any and all Liabilities and related expenses (including the fees, charges and disbursements of counsel) of any kind whatsoever that may at any time (whether before or after the Facility Termination Date) be imposed on, incurred by or asserted 119 against the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing L/C Issuer and the Swing Line Lender, any Swingline Lender or any Related Party of any of the foregoingforegoing Persons, each Lender severally agrees in any way relating to pay or arising out of this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent (or any such sub-agentagent thereof), such Issuing L/C Issuer or the Swing Line Lender, such Swingline Lender or such any Related Party, as the case may be, such Lender’s pro rata share (determined as Party of any of the time that the applicable unreimbursed expense foregoing Persons, under or indemnity payment is sought based on each Lender’s share in connection with any of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)foregoing; provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as the case may be, was incurred by or asserted against such Person in its capacity as, or in fulfilling its role as, the Administrative Agent (or any such a sub-agentagent thereof), such Issuing an L/C Issuer or the Swing Line Lender or such Swingline Lender (or, in its capacity as such, or against the case of any Related Party of any of the foregoing Person, acting for the Administrative Agent (or any such a sub-agentagent thereof), such Issuing Lender an L/C Issuer or such Swingline the Swing Line Lender in connection with such capacity); provided, further, that no Lender shall be liable for the payment of any portion of such Liabilities or expenses that are found by a final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Administrative Agent (or such sub-agent’s), such L/C Issuer’s or the Swing Line Lender, as the case may be, gross negligence or willful misconduct. The obligations For purposes of this Section, at any time, a Lender’s “pro rata share” shall be determined based upon its share of the Lenders under this clause sum of the Aggregate Revolving Credit Exposure, unused Revolving Commitments, the outstanding Term Loans and unused Term Commitments, in each case, at such time (c) are subject to the provisions of Section 5.7or most recently outstanding and in effect).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it to the it, or (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 sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such co-agent, sub-agent), such Issuing Lender, such Swingline Lender agent or attorney-in-fact) or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share portion of the Total Credit Exposure immediately prior to such reductionLoans and Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such co-agent, sub-agentagent or attorney-in-fact), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender ) in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Administrative Agent or Related Party. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers If for any reason fail a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the applicable Issuing Bank) shall be obligated to indefeasibly pay any amount required under clause fund the participation that such Lender purchased pursuant to subsection (a) or (b) of this Section in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the applicable Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be paid by it funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the applicable Issuing Bank. Whenever, at any time after an Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, such Issuing Bank (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (on its behalf) receives any payment on account thereof, the Administrative Agent or any such sub-agent), such Issuing Lender, such Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior will distribute to such reduction) Lender its Pro Rata Share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)payment; provided that with respect to if such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be payment is required to pay such unpaid amountsbe returned for any reason to the Borrower or to a trustee, receiver, liquidator, custodian or similar official in any bankruptcy proceeding, such payment Lender will return to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or the applicable Issuing Bank any such sub-agent), such Issuing Lender or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for portion thereof previously distributed by the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject Bank to the provisions of Section 5.7it.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender L/C Issuer or any Related Party or (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, the L/C Issuer 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, the foregoingL/C Issuer, 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), such Issuing Lender, such Swingline Lender L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender L/C Issuer solely in its capacity as such, only the Revolving Credit Lenders party to the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if based on each such Lender’s share of the Revolving Credit Commitment has been reduced to zero as of Exposure at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.713.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any each Issuing Lender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Ratable Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Lenders’ Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such any Issuing Lender or such the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this clause paragraph (cb) are subject to the provisions of Section 5.72.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Loan Party for any reason fail fails to indefeasibly pay any amount required under clause paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any Arranger, sub-agent thereof) or any Issuing Lender, any Swingline Lender Receiver or any Related Party of any of the foregoingthereof, each Lender severally 1234400.03-CHISR02A - MSW agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender, sub-agent) such Swingline Lender Receiver or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender sub-agent) or such Swingline Lender the Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Lender or such Swingline Lender sub-agent)or the Receiver in connection with such capacity. The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.14(g). For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline the Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure Pro Rata Share at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided provided, that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Swing Line Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reductionsought); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline 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), such Issuing Lender or such Swingline the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) ), as applicable, of this Section to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), any an Arranger, any Issuing LenderL/C Issuer, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), such Issuing LenderL/C Issuer, such the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate unused Revolving Credit Commitments plus the Total Outstandings (with the aggregate amount of each Revolving Credit Exposure Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Revolving Credit Lender) at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought orsought), if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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-agentsub‑agent), such Issuing Lender an Arranger, any L/C Issuer or such the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), such Issuing Lender Arranger, such L/C Issuer or such the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderL/C Issuer, any Swingline Lender or any Related Party or (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, the L/C Issuer, any Swingline Lender 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, the foregoingL/C Issuer, any Swingline Lender 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), such Issuing LenderL/C Issuer, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.7.13.15. -95-

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderL/C Issuer, any Swingline Lender or any Related Party or (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, the L/C Issuer, any Swingline Lender 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, the foregoingL/C Issuer, any Swingline Lender 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), such Issuing LenderL/C Issuer, such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender L/C Issuer or any Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Credit Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if based on each such Lender’s share of the Revolving Credit Commitment has been reduced to zero as of Exposure at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.713.15.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing LenderL/C Issuer, any Swingline Lender or any Related Party or (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, the L/C Issuer, any Swingline Lender 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, the foregoingL/C Issuer, any Swingline Lender 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), such Issuing LenderL/C Issuer, such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’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, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender L/C Issuer or any Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Credit Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if based on each such Lender’s share of the Revolving Credit Commitment has been reduced to zero as of Exposure at such time, determined immediately prior to such reduction); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender L/C Issuer or any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.713.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) Sections 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any the Issuing Lender, any Swingline the Swing Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing Lender, such Swingline the Swing Loan Lender or such Related Party, as the case may be, such Lender’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 time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to any the Issuing Lender or any Swingline the Swing Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Lenders Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if by reference to clause (i) of the Revolving Credit Commitment has been reduced to zero as definition of such time, determined immediately prior to such reductionterm); provided, further, and provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing the Swing Loan Lender or such Swingline the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.any

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay in cash any amount required under clause paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arrangerthe Collateral Agent, any the Issuing LenderBanks, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Collateral Agent (or any sub-agent thereof), the Issuing LenderBanks, such the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reductionsought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing the Collateral Agent (or any sub-agent thereof), the Swingline Lender or such Swingline Lender the Issuing Banks in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing the Collateral Agent (or any sub-agent thereof), the Swingline Lender or such Swingline Lender Issuing Banks in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Banks shall not include losses incurred by the Swingline Lender or the Issuing Banks due to one or more Lenders defaulting in their obligations to purchase participations of Swingline Exposure under Section 2.17(d) or LC Exposure under Section 2.18(d) or to make Revolving Loans under Section 2.18(e) (it being understood that this proviso shall not affect the Swingline Lender’s or the Issuing Banks’ rights against any Defaulting Lender). The obligations of the Lenders under this clause paragraph (c) are subject to the provisions of Section 5.72.14. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Issuing Lender, any Swingline Lender the L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Lender, such Swingline Lender the L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought or, if the Revolving Credit Commitment has been reduced to zero as sought) of such timeunpaid amount, determined immediately prior to such reduction); provided, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Lender ) or such Swingline Lender the L/C Issuers in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)) or L/C Issuers in connection with such capacity. In addition, such Issuing Lender to the extent that the Borrower or the other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section or Section 7.12(a) of the Collateral Trust Agreement to be paid by the Borrower or such Swingline other Loan Party to the Collateral Trustee or any Related Party of the Collateral Trustee, each Lender severally agrees to pay to the Collateral Trustee or such Related Party such Lender’s Applicable Percentage (determined as of the time the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount in connection with the Collateral Trustee following a direction of an Act of Required Secured Parties (as defined in the Collateral Trust Agreement) prior to the occurrence of the earlier of the Discharge of Credit Agreement Obligations (as defined in the Collateral Trust Agreement) or the Outstanding Loan Threshold Date (as defined in the Collateral Trust Agreement); provided that such Indemnified Liability (as defined in the Collateral Trust Agreement) was incurred by or asserted against the Collateral Trustee in its capacity as such, or against any Related Party of the Collateral Trustee acting for the Collateral Trustee in connection with such capacity. The obligations of the Lenders under this clause subsection (c) are subject to the provisions of Section 5.72.12(d).