Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section to be paid by them to any Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to, indemnify or hold harmless such Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Related Party thereof acting for such Agent (or any such sub-agent) 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (or if 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 L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid in fullRevolving Credit Exposure at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or such L/C Issuer 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 subsection (c) are subject to the provisions of Section 2.08(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)13.15.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses (asubsection 11.5(a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if such expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each Lender’s share of the day immediately prior to aggregate Total Outstandings plus the date on which the Obligations were paid in full)unused Commitments at such time) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or the Alternative Currency Funding Fronting Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or the Alternative Currency Funding Fronting 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 (csubsection 11.5(b) are subject to the provisions of Section 2.08(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 (csubsection 4.6(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under clauses paragraph (a) or (b) of this Section 9.03 (including, for the avoidance of doubt, fees, costs and expenses of the Approved Third-Party Appraiser incurred pursuant to be paid by them Section 5.12(b)(ii)(F) hereof in excess of the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap for any 12-month period at any time no Event of Default shall exist), the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), (or any sub-agent thereofi) or any Related Party thereof, each Lender severally agrees to pay to, indemnify or hold harmless to the Administrative Agent and such Agent (or any such sub-agent) or such Related PartyIssuing Bank, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought sought) of such unpaid amount and (ii) each MulticurrencyRevolving Lender severally agrees to pay to the applicable Issuing Bank or if Swingline Lender 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, Revolving Lender’s Applicable Revolving Percentage (determined as of the day immediately prior to time that the date on which the Obligations were paid in fullapplicable unreimbursed expense or indemnity is sought)) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, such Agent (Issuing Bank or any such sub-agent) Swingline Lender in its capacity as such, or against any Related Party thereof acting for such Agent (or any such sub-agent) 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, in each case in their capacity as such, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure at such time, 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such 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 thereof of any of the foregoing acting for such the Administrative 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them it to any Agent (or the Administrative Agent, any sub-agent thereof) of the Administrative Agent, the Sustainability Structuring Agent, any sub-agent of the Sustainability Structuring Agent, the L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) agent thereof), the Sustainability Structuring Agent (or any such sub-agent thereof), the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)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 such Agent (or the Administrative Agent, any such sub-agent) agent or the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) agent thereof), the Sustainability Structuring Agent (or any such sub-agent thereof), or the L/C Issuer 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 subsection (c) are subject to the provisions of Section 2.08(d2.13(d). Each Lender hereby authorizes To the extent that the Administrative Agent and the Collateral Agent to set off and apply shall perform any and of its duties or obligations hereunder through an Affiliate or sub-agent, then 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 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 Collateral Agent under “Sustainability Structuring Agent” in this clause (c)Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses (a) Section 10.08.1 or (b) of this Section 10.08.2 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Bank, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees promises to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or if the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Bank or any the 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-sub- agent) ), the Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(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)2.2.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) Section 11.3 or (b) of this Section 11.11 to be paid by them to any the Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Agent (or any such sub-agent) ), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought), determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountprovided, provided that further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line 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) Section are subject to the provisions of Section 2.08(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)11.4.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 the Issuing Lender or 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the 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 2.08(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)4.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, any Swingline Lender or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any L/C Issuer or if Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid in fullRevolving Credit Exposure at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or any 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 subsection (c) are subject to the provisions of Section 2.08(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)13.15.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent 2.2 [Nature of Lenders’ Obligations with Respect 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)Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(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)2.2.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Agent (or any sub-agent thereof) ), any Issuer, any Swing Line Lender or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, 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 Issuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Agent (or any such sub-agent) ), such Issuer, such Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuer or if Swing Line Lender solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid in fullRevolving Credit Exposure at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Agent (or any such sub-agent) ), such Issuer or such Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Agent (or any such sub-agent) ), such Issuer or any such Swing Line 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 subsection (c) are subject to the provisions of Section 2.08(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)11.10.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or the 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 paragraph (c) are subject to the provisions of Section 2.08(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 (c2.8(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to the Issuing Lender or if Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed 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 fullsought)) of such unpaid amount, ; provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSections 9.5(a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or if Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or any 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Agent (or any sub-agent thereof) ), any Issuing Bank, the Swing Line Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Agent (or any such sub-agent) ), such Issuing Bank, the Swing Line Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or if the Swing Line Bank solely in its capacity as such, such payment to be made severally among the Lenders based on their respective Ratable Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Agent (or any such sub-agent) ), such Issuing Bank or any the Swing Line Bank 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 paragraph (c) are subject to the provisions of Section 2.08(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 (c2.02(f).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Arranger, any Bookrunner, the Swing Line Lender, any L/C Issuer or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Arranger, such Bookrunner, the Swing Line Lender, such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought according to the proportion of (or if such expense or indemnity payment is sought after a) the date on which the Obligations have been paid in full and the Commitments have been terminated, determined as sum of the day immediately prior (i) Total Outstandings owing to such Lender (with the date aggregate amount of such Lender’s 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 which such date) of such Lender to (b) the Obligations were paid in fullsum of (i) Total 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 date)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Arranger, any Bookrunner, the Swing Line Lender or any L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Swing Line Lender or such L/C Issuer 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses (a) Section 13.2. or (b) of this Section 13.10. to be paid by them to any the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share respective 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 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 Lender’s share of the day Total Credit Exposure immediately prior to the date on which the Obligations were paid in full)such reduction) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes hereof, a Xxxxxx’s “pro rata share” The agreements in this Section 12.6. shall be determined based upon its share survive the payment of the sum of the outstanding Loans and unused Commitments (if any) at all other amounts payable hereunder or under the time or, if other Loan Documents and the termination of this Agreement. If the Borrowers shall reimburse the Administrative Agent for any such unreimbursed 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 2.08(d). Each following payment by any 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 in respect of such unreimbursed expense or indemnity payment pursuant to this Section 12.6., the Collateral Administrative Agent under this clause (c)shall share such reimbursement on a ratable basis with each Lender making any such payment.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section or under Section 2.18 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, the Swing Line Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to such Issuing Bank or if the Swing Line Bank solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank 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 paragraph (c) are subject to the provisions of Section 2.08(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)2.02.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 12.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), each Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(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)2.2.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties 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 clauses 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 them to any Agent (or any sub-agent thereof) or any Related Party thereoffunded, each Lender severally agrees shall promptly transfer, in immediately available funds, the amount of its participation to pay tothe Administrative Agent for the account of the applicable Issuing Bank. Whenever, indemnify or hold harmless at any time after an Issuing Bank has received from any such Agent Lender the funds for its participation in a LC Disbursement, such Issuing Bank (or the Administrative Agent on its behalf) receives any such sub-agent) payment on account thereof, the Administrative Agent or such Related PartyIssuing Bank, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Related Party thereof acting for such Agent (or any such sub-agent) 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 2.08(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 will distribute to such Lender under its Pro Rata Share of such payment; provided that if such payment is required to be returned for any Loan Document reason to the Borrower or otherwise payable by the Administrative Agent to a trustee, receiver, liquidator, custodian or the Collateral Agent to similar official in any bankruptcy proceeding, such Lender from any source against any amount due will return to the Administrative Agent or the Collateral applicable Issuing Bank any portion thereof previously distributed by the Administrative Agent under this clause (c)or such Issuing Bank to it.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer, or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (or if 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 L/C Issuer solely in its capacity as such, only the Lenders party to the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid in fullRevolving Credit Exposure at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or such L/C Issuer 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 subsection (c) are subject to the provisions of Section 2.08(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)13.15.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 12.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), each Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid ​ ​ amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(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)2.2.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay in cash any amount required under clauses paragraph (a) or (b) of this Section 10.03 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the Issuing Banks, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), the Issuing Banks, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)sought) of such unpaid amountamount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Banks in its their capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), the Swingline Lender or 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 paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans total Revolving Exposure 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 2.08(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)time.

Reimbursement by Xxxxxxx. To the extent that the Borrower or any other Loan Parties Party pursuant to any other Loan Document for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Swing Lender, the L/C Issuer, or any Related Party thereofof any of the foregoing 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, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Swing Lender, the L/C Issuer, or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Swing Lender or if the L/C Issuer solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought) and the Commitments have been terminatedprovided further, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Swing Lender or the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Swing Lender or the L/C Issuer 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 paragraph (c) are subject to the provisions of Section 2.08(dSections 2.4 and 2.17(e). 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 3.07(a) or (b) of this Section 3.08 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) or any Related Party thereofParty, and without limitation of the obligations of the Borrower and such Related Parties to pay such amounts, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if based on 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 Lender’s percentage of the day immediately prior to the date on which the Obligations were paid in full)Commitments, Loans and LC Exposure outstanding) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender), provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) in its capacity as such, or against any Related Party thereof Party, acting for such the Administrative Agent (or any such sub-agent) 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 hereunder to make payments pursuant to this Section 3.07(d) are several and not joint. The failure of any Lender to make any payment under this clause (cSection 3.07(d) are subject 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 2.08(d3.07(d). Each Lender hereby authorizes Lender’s obligation under this Section 3.07(d) shall survive the Administrative resignation or replacement or removal of any Agent or any assignment of rights by or replacement of a Lender, the termination of the Commitments and the Collateral Agent to set off and apply any and satisfaction or discharge of 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)other Obligations.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them 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 any Agent (or arising out of this Agreement or any sub-agent thereof) other Loan Document or any action taken or omitted to be taken by Administrative Agent, the L/C Issuer or a Related Party thereofin connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to Administrative Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if based on such expense or indemnity payment is sought after the date on which the Obligations have been paid in full Lender’s portion of Loans, commitments and the Commitments have been terminated, determined as of the day immediately prior risk participations with respect to the date on which the Obligations were paid in full)Revolving Credit Facility) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. For purposes hereof; and provided, a Xxxxxx’s “pro rata share” shall be determined based upon its share further, that, the obligation 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 Lenders to so indemnify shall not be available to the date on which 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 Obligations were paid in fullgross 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 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to pay indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the applicable Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the applicable Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 an Issuing Lender or 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agentsubagent) or the applicable Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or applicable Issuing Lender or the 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 2.08(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)4.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent 2.2 [Nature of Lenders’ Obligations with Respect 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)Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Loans, interests in Letters of Credit and Unused Commitments at such time) of such unpaid amount (or if 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 L/C Issuer solely in its capacity as such, only the Lenders party to the Credit shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid outstanding Loans, interests in fullLetters of Credit and Unused Commitments at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such L/C Issuer 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 subsection (c) are subject to the provisions of Section 2.08(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)12.3.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if 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’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to the Issuing Lender or if Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line 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 2.08(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 any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party thereof, each Lender severally agrees to pay toto the Administrative Agent (or any such sub-agent), indemnify or hold harmless such the Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the Receiver, in each case, in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent)or the Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14(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 (if any) of all Lenders at the time or, (or if such expense or indemnity payment is sought after the date on which the Obligations Term Loans have been paid 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 day 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 date on which Aleris Incremental Term Loans were never funded to the Obligations were paid in full. The obligations applicable Co-Borrower, based upon its share of the Lenders under this clause (c) are subject to the provisions of Section 2.08(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 Aleris Incremental Term Loan Commitments immediately prior 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 (ctermination).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 10.03 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), each Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (such indemnity shall be effective whether or if not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party), such payment to be made severally among them based on such Xxxxxx’s Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountthat, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent), such Issuing Bank or the 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 (cSection 10.03(c) are subject several and not joint. The failure of any Lender to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to set off and apply make 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 payment under this clause (cSection 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 failure of any other Lender to so make its payment under this Section 10.03(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related US-DOCS\135452008.17 129 Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the 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 paragraph (c) are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent Sections 2.1, 2.4 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 (c2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such 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 thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by them to any the Administrative Agent (or any sub-agent thereof) or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, Party such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if or, in the event at such expense or indemnity payment is sought after time all the date on which Commitments shall have terminated and all the Obligations Loans shall have been paid repaid in full and the Commitments have been terminatedfull, determined as of the day immediately time most recently prior to the date on which the Obligations were paid in fullthereto when any Loans or Commitments remained outstanding)) of such unpaid amount; provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) in its capacity as such, or against any its Related Party thereof acting for such the Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share 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 sum unused Commitments and the Outstanding Amount of the outstanding Loans of such Lender at such time and the denominator of which is the aggregate amount of the unused Commitments (if any) and the aggregate Outstanding Amount of the Loans at the time ortime. Each Lender hereby agrees that, if such expense notwithstanding any exclusions from the Loan Parties’ indemnification obligations under Section 11.04(b) for gross negligence 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 willful misconduct of the day immediately prior to applicable Indemnitee, no action taken (or not taken) by the date on which Administrative Agent (or any sub-agent thereof) or any Related Party of any of the Obligations were paid foregoing in full. The obligations 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) are subject to the provisions of Section 2.08(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). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower (or any other Loan Parties Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lenders, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lenders, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or if the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided further, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the 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 paragraph (c) are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent Sections 2.1, 2.4 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 (c2.18(e).

Reimbursement by Xxxxxxx. To Each Lender shall also severally indemnify the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section to be paid by them to any Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to, indemnify or hold harmless such Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, for any such losses or claims to the extent any Group Company for any reason fails to indefeasibly pay any amount required to be paid pursuant to its indemnification obligations. To the extent that any Group Company for any reason 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), Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees (i) to pay with respect to clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of 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 Issuing Bank or if Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided further that, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), Issuing Bank or the 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 2.08(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 (c2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to the Issuing Lender solely in its capacity as such, only the Revolving Term Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Term Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or the Issuing 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s 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 Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to the Issuing Lender or if Swing Line Lender solely in its capacity as such, only the Revolving Facility Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Facility Lenders' Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line 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 2.08(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 Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them to any the Administrative Agent (or any sub-agent thereof) ), the Sustainability Structuring Agent, the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the unused Commitments and Loan Obligations at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought 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 fullsought)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, the L/C Issuer or the Swing Line 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 10.04(a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Sustainability Structuring Agent, any L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, such L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender's share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders' Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountthat, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Sustainability Structuring Agent, such L/C Issuer or the Swing Line 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 (cSection 10.04(c) are subject to the provisions of Section 2.08(d2.12(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).cxxxiv

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 the Issuing Lender or 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the applicable Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the applicable Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the RevolvingTotal Credit Exposure at such time, or if the RevolvingTotal Credit Exposure has been reduced to zero, then based on such Lender’s share of the 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 an Issuing Lender or 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agentsubagent) or the applicable Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or applicable Issuing Lender or the 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 2.08(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)4.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them 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 any Agent (or arising out of this Agreement or any sub-agent thereof) other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party thereofin connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to Administrative Agent (or any such co-agent, sub-agentagent or attorney-in-fact) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if based on such expense or indemnity payment is sought after the date on which the Obligations have been paid in full Lender’s portion of Loans and the Commitments have been terminated, determined as of the day immediately prior to the date on which the Obligations were paid in full)Commitments) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Administrative Agent (or any such co-agent, sub-agent) in its capacity as suchagent or attorney-in-fact), or against any Related Party thereof of any of the foregoing acting for such Administrative Agent (or any such sub-agent) in connection with such capacity. For purposes hereof; and provided, a Xxxxxx’s “pro rata share” shall be determined based upon its share further, that, the obligation 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 Lenders to so indemnify shall not be available to the date on which 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 Obligations were paid in fullgross 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 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section ‎Section 10.03 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent (or any sub-agent thereof), any Issuing Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to(whether or not any such amount arises, indemnify in whole or hold harmless such 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 Bank or such Related Party) to the Administrative Agent, the Collateral Agent, such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or or, if such expense or indemnity payment indemnification is sought after the date on upon which all Commitments shall have terminated and the Loans and Reimbursement Obligations shall have been paid in full full, ratably in accordance with such outstanding Loans and the Commitments have been terminated, determined as of the day in effect immediately prior to the date on which the Obligations were paid in full)such date) of such unpaid amountamount (such indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by any party hereto or any third party); provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any sub-agent thereof), any Issuing Bank in its capacity as such, such or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or any Issuing 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 2.14. For purposes hereof, a XxxxxxLender’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 (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 2.08(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)time.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them it to any the Agent (or any sub-agent thereof) ), the L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Agent (or any such sub-agent) ), the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought), determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountprovided, provided that further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Agent (or any such sub-agent) or the L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Agent (or any such sub-agent) ), the L/C Issuer or the Swing Line 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 12.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), each Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), any Issuing Lender or the Swingline Loan 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 paragraph (cb) are subject to the provisions of Section 2.08(d)2.2. 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 Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided further, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the 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 paragraph (c) are subject to the provisions of Section 2.08(dSections 2.1, 2.4 and 2.20(e). 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).ny-2508035

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, any Swing Line Lender or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, such Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if such expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each Lender’s share of the day immediately prior to the date on which the Obligations were paid in full)Credit Exposure at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); and provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or any such Swing Line 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 subsection (cd) are subject to the provisions of Section 2.08(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)12.3.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Agent (or any sub-agent thereof) ), any Issuing Bank, the Swing Line Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Agent (or any such sub-agent) ), such Issuing Bank, the Swing Line Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or if 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 Lenders’ Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Agent (or any such sub-agent) ), such Issuing Bank or any the Swing Line Bank 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 paragraph (c) are subject to the provisions of Section 2.08(d2.02(f). Each The failure of any Lender hereby authorizes to reimburse the Administrative 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 and or such Issuing Bank, as the Collateral Agent case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to set off and apply any 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 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)hereunder.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section to be paid by them to any Agent (or any sub-agent thereof) or any Related Party thereof, each Each Lender severally agrees to pay toindemnify the Agent and each Issuing Bank (in each case, indemnify to the 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 hold harmless 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) or such Related PartyIssuing Bank, as the case may be, in any way relating to or arising out of this Agreement or the Notes or any action taken or omitted by the Agent or any Issuing Bank under this Agreement or the Notes; provided, however, that no Lender shall be liable for any portion of such Xxxxxxlosses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or expenses resulting from the Agent’s pro rata share (determined 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 Lender be liable to the extent that any claim with respect to any Special Letter of Credit under this section relates to an event arising on or after the Participation Cut-Off Date. Without limitation of the time that foregoing, each Lender agrees to reimburse the applicable unreimbursed expense or indemnity payment is sought (or if such expense or indemnity payment is sought after the date on which the Obligations have been paid in full Agent and the Commitments have been terminated, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in each Issuing Bank for its capacity as such, or against any Related Party thereof acting for such Agent (or any such sub-agent) in connection with such capacity. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its ratable share of the sum any costs and expenses (including, without limitation, fees and expenses of the outstanding Loans and unused Commitments (if anycounsel) 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 2.08(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 Company under Section 9.04(a), to the extent that the Agent or such Issuing Bank is not promptly reimbursed for such costs and expenses by 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)Company.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.04 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, any Lead Arranger, any L/C Issuer, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Collateral Agent, each Lead Arranger, each L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought), determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountprovided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Collateral Agent, such Lead Arranger, such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent, any Lead Arranger, any L/C Issuer or the Swing Line 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 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure 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 the Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after or, if the date on which the Obligations have Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, any Swingline Lender or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (or if such expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each Lender’s share of the day immediately prior to the date on which the Obligations were paid in full)Total Credit Exposure at such time) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or any 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 subsection (c) are subject to the provisions of Section 2.08(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)13.15.

Reimbursement by Xxxxxxx. To the extent that the any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section 11.03 to be paid by them it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party thereof, each Lender severally 1234400.03-CHISR02A - MSW agrees to pay toto the Administrative Agent (or any such sub-agent), indemnify or hold harmless such the Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the Receiver, in each case, in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent (or any such sub-agent)or the Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14(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 (if any) of all Lenders at the time or, (or if such expense or indemnity payment is sought after the date on which the Obligations Term Loans have been paid 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 day 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 date on which Aleris Incremental Term Loans were never funded to the Obligations were paid in full. The obligations applicable Co-Borrower, based upon its share of the Lenders under this clause (c) are subject to the provisions of Section 2.08(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 Aleris Incremental Term Loan Commitments immediately prior 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 (ctermination).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section or under Section 2.18 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, the Swing Line Bank or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swing Line Bank or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to such Issuing Bank or if the Swing Line Bank solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Pro Rata Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or the Swing Line Bank 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 paragraph (c) are subject to the provisions of Section 2.08(d)2.02. 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 Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Arranger, any Issuing Lender, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (based on each Lender’s share of the Total Credit Exposure at such time, 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 after or, if the date on which the Obligations have Revolving Credit Commitment has been paid in full and the Commitments have been terminatedreduced to zero as of such time, determined as of the day immediately prior to the date on which the Obligations were paid in fullsuch reduction)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such 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 thereof of any of the foregoing acting for such the Administrative 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 2.08(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)5.7.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to the Issuing Lender or if Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed 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 fullsought)) of such unpaid amount, ; provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related ​ Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swing Line 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 2.08(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 Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or if Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or any 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 paragraph (c) are subject to the provisions of Section 2.08(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 (c2.14(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 11.3 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to the Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) or Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or Swing Line 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 2.08(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 (i) the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by any of them to any the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, any Swingline Lender or any Related Party thereofor (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, 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 L/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, such Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any L/C Issuer or if Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each such Lender’s share of the day immediately prior to the date on which the Obligations were paid in fullExposure at such time)) of such unpaid amount; and provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such L/C Issuer or any 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 subsection (c) are subject to the provisions of Section 2.08(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)13.15.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the L/C Issuers or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the L/C Issuers or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)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 such the Administrative Agent (or any such sub-agent) or the L/C Issuers in its capacity 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, 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 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 thereof of the Collateral Trustee acting for such Agent (or any such sub-agent) the Collateral Trustee 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such 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 Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share of the Revolving Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Loan 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) paragraph 11.3.3 are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent 2.1.3 [Nature of Xxxxxx’s Obligations with Respect 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)Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section Sections 11.01 and 11.02 to be paid by them to any Agent (or any sub-agent thereof) or any Related Party thereofit, each Lender severally agrees to pay toto the Administrative Agent, indemnify or hold harmless such Agent (or any such sub-agent) or such each LC Issuer, each Lender, each Arranger and their respective Related PartyParties, as the case may be, such Xxxxxx’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 (or if such expense or indemnity payment is sought after the date based on which the Obligations have been paid in full and the Commitments have been terminated, determined as each Lender’s pro rata share of the day immediately prior to the date on which the Obligations were paid in full)Aggregate Credit Facility Exposure (excluding Swing Loans) at such time, of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); 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, such Agent (LC Issuer or any such sub-agent) Arranger in its capacity as such, or against any Related Party thereof of any of the foregoing acting for the Administrative Agent, such Agent (LC Issuer or any such sub-agent) Arranger 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) Section are subject to the provisions of Section 2.08(d2.07(a). Each Lender hereby authorizes 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 Collateral Agent to set off terms “Lender” and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by “Lenders” shall include 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)in its individual capacity.

Reimbursement by Xxxxxxx. To the extent that Holdings, the Loan Parties Borrower or any Subsidiary for any reason fail fails to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them to any the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after sought); provided that, to the date on which extent that Holdings, the Obligations have been paid Borrower or any Subsidiary is not required to 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 full a final and non-appealable decision that such losses, claims, damages, liabilities or expenses resulted from a material breach by the Commitments have been terminatedAdministrative Agent or any of its Related Parties under Section 7.15, determined as each Public-Side Lender agrees to indemnify or reimburse the Administrative Agent for losses, claims, damages, liabilities or expenses relating to such material 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 day immediately prior disclosure of information to such Public-Side Lender, excluding any losses, claims, damages, liabilities or expenses to the date on which extent they have resulted from the Obligations were paid willful misconduct or gross negligence of the Administrative Agent (or any of its Related Parties) (as determined by a court of competent jurisdiction in fulla final and non-appealable decision)) of such unpaid amount; provided, provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) in its capacity as such), or against any Related Party thereof acting for such the Administrative Agent (or any such sub-agent) 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), an Issuing Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the applicable Issuing Lender, or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to the Administrative Agent or if the applicable Issuing Lender solely in its capacity as such, only the Lenders under the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought 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 fullsought)) of such unpaid amount, 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 the Administrative Agent (or any such sub-agent) ), or Issuing Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the applicable Issuing 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 2.08(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. (a) To the extent that the Loan Parties Prologis for any reason fail fails to indefeasibly pay any amount required under clauses (a) Section 14.4.1 or (b) of this Section 14.4.2 to be paid by them it to Global Administrative Agent (or any sub-agent thereof), Sustainability Structuring Agent (or any sub-agent thereof) or any Related Party thereofof Global Administrative Agent or Sustainability Structuring Agent, each Lender severally agrees to pay to, indemnify or hold harmless such to Global Administrative Agent (or any such sub-agent), Sustainability Structuring Agent (or any sub-agent thereof) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Global Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related (b) To the extent that Prologis for any reason fails to indefeasibly pay any amount required under Section 14.4.1 or 14.4.2 to be paid by it to any Funding Agent (or if any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing under a Tranche, each Applicable Tranche Lender severally agrees to pay to such Agent (or any such sub-agent), such L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Tranche Percentage (determined as of the time that the applicable unreimbursed 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)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 such Agent (or any such sub-agent) or such L/C Issuer in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such any Agent (or any such sub-agent) or any L/C Issuer 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 anyc) 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) Section 14.4.3 are subject to the provisions of Section 2.08(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)6.9.

Reimbursement by Xxxxxxx. Each Lender should also severally indemnify the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, for any such losses or claims to the extent Borrower or any Loan Party for any reason fails to indefeasibly pay any amount required to be paid pursuant to its indemnification obligations. To the extent that the Borrower or any Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees (i) to pay towith respect to clause (a) of this Section, and (ii) indemnify or hold harmless such with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent) ), such Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to any Issuing Bank or if Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided further that, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) or such Issuing Bank or Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) or such Issuing Bank or 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 2.08(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 (c2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section to be paid by them to any Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to, indemnify or hold harmless such Agent (or any such sub-agent) or such Related Party, as the case may be, 4144-3070-7525 such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) in its capacity as such, or against any Related Party thereof acting for such Agent (or any such sub-agent) 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 2.08(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 Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Related Party of any of the foregoing, under clauses paragraph (a) or (b) of this Section to be paid by them to any Agent Section, (or any sub-agent thereofi) or any Related Party thereof, each Revolving Lender severally agrees to pay toto the Administrative Agent, indemnify the Collateral Agent or hold harmless such Agent (or any such sub-agent) the Issuing Lender or such Related Party, as the case may be, such XxxxxxRevolving Lender’s pro rata share US Revolving Percentages or Multicurrency Revolving Percentages, as the case may be, of such unpaid amount, to the extent such unpaid amount is in respect of any Revolving Loan and (ii) each Term Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Term Lender’s Term Percentage of such unpaid amount, to the extent such unpaid amount is in respect of any Term Loan, in each case as determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)) of such unpaid amount, sought; provided that the any such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (the Administrative Agent, the Collateral Agent, the Issuing Lender or any such sub-agent) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent, Collateral Agent (or any such sub-agent) the Issuing 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Lender, the Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, that with respect to such unpaid amounts owed to any Issuing Lender or if Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full sought); and the Commitments have been terminatedprovided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Lender or the Swing Line 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section 10.5 or Section 10.6 to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Collateral Agent, the [***] = Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Funding Agents, or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) agent thereof), the Collateral Agent, the Funding Agents, or such any Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Commitment of all Lenders at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender Group Percentage (determined as of the time that the applicable unreimbursed 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 fullsought)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Collateral Agent, or each Funding Agent, in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Collateral Agent, or any Funding Agent, 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 (cB) are subject to the provisions of Section 2.08(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 (c2.13(C).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section to be paid by them it to any Agent the Administrative Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any sub-agent thereof) ), or any Related Party thereofof the foregoing, each Lender severally agrees to pay toto the Administrative Agent, indemnify the Collateral Administrator, the Collateral Custodian or hold harmless such Agent the Securities Intermediary (or any such sub-agent) ), or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Aggregate Commitments at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought 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 fullsought)) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent the Administrative Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any such sub-agent) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such Agent the Administrative Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any such sub-agent) 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 (cSection 11.04(d) are subject to the provisions of Section 2.08(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 (c2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the L/C Issuer or if the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought) provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountfurther, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the L/C Issuer or the 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 paragraph (c) are subject to the provisions of Section 2.08(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 (c2.8(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required under clauses (aSection 11.04(a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the L/C Issuer, any U.S. Swing Line Lender, any Euro Swing Line Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the L/C Issuer, such U.S. CHAR1\1990274v1 Swing Line Lender, such Euro Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (or if including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountthat, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the L/C Issuer, such U.S. Swing Line Lender, or such Euro Swing Line Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the L/C Issuer, such U.S. Swing Line Lender, or such Euro Swing Line 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 (cSection 11.04(c) are subject to the provisions of Section 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or if the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided further, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), the Issuing Lender or the 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 paragraph (c) are subject to the provisions of Section 2.08(dSections 2.1, 2.4 and 2.20(e). 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).NY-2355188

Reimbursement by Xxxxxxx. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under clauses subsection (a) or (b) ), as applicable, of this Section to be paid by them it to any the Administrative Agent (or any sub-agent sub‑agent thereof) ), an Arranger, any L/C Issuer, the Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) sub‑agent), such L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate unused Revolving Credit Commitments plus the Total Outstandings (or if with the aggregate amount of each Revolving Credit 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) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought), determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amountprovided, provided that further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) sub‑agent), an Arranger, any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) sub‑agent), such Arranger, such L/C Issuer or the 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 subsection (c) are subject to the provisions of Section 2.08(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 (c2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay (x) any amount required to be paid by it to the Administrative Agent, the Collateral Agent or any Issuing Bank under clauses paragraph (a) or (b) of this Section (and without limiting its obligation to be paid by them to do so) or against any Related Party of any of the foregoing acting for any Administrative Agent (or any sub-agent thereofagent) in connection with such capacity, or (y) any Related fees, costs and expenses of the Approved Third-Party thereofAppraiser selected by the Administrative Agent incurred pursuant to Section 5.12(b)(ii)(F) hereof in excess of the annual cap described therein (provided that prior to incurring expenses in excess of the annual cap described therein at any time no Event of Default shall exist, the Administrative Agent shall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), (i) each Lender severally agrees to pay toto the Administrative Agent, indemnify or hold harmless such the Collateral Agent (or any such sub-agent) or such Related Partythe applicable Issuing Bank, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought sought) of such unpaid amount and (or if ii) each Revolving Lender severally agrees to pay to the applicable Issuing Bank, such Lender’s Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed 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)sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, Loss was incurred by or asserted against such the Administrative Agent, the Collateral Agent (or any such sub-agent) the applicable Issuing Bank in its capacity as such, such or against any Related Party thereof of any of the 767537780768227557 foregoing acting for such any Administrative Agent (or any such sub-agent) 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 2.08(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 Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under clauses (a) Sections 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrowers] to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender, the Swing Loan Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), the Issuing Lender, the Swing Loan Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swing Loan Lender solely in its capacity as such, only the Lenders with Revolving Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought by reference to clause (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 i) of the day immediately prior to the date on which the Obligations were paid in full)) definition of such unpaid amount, term); 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 such the Administrative Agent (or any such sub-agent) ), the Swing Loan Lender or the Issuing Lender in its capacity as such, or against any Related Party thereof of any 1. 1097380671\10\AMERICAS of the foregoing acting for such the Administrative Agent (or any such sub-agent) or Issuing 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 2.08(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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under clauses clause (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees (i) to pay towith respect to clause (a) of this Section, and (ii) indemnify or hold harmless such with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that, with respect to such unpaid amounts owed to any Issuing Bank or if Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided further that, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or any 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 2.08(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 (c2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Related Party of any of the foregoing, under clauses paragraph (a) or (b) of this Section to be paid by them to any Agent Section, (or any sub-agent thereofi) or any Related Party thereof, each Revolving Lender severally agrees to pay toto the Administrative Agent, indemnify the Collateral Agent or hold harmless such Agent (or any such sub-agent) the Issuing Lender or such Related Party, as the case may be, such XxxxxxRevolving Lender’s pro rata share US Revolving Percentages or Multicurrency Revolving Percentages, as the case may be, of such unpaid amount, to the extent such unpaid amount is in respect of any Revolving Loan and (ii) each Term Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, such Term Lender’s Term Percentage of such unpaid amount, to the extent such unpaid amount is in respect of any Term Loan, in each case as determined as of the time that the applicable unreimbursed expense or indemnity payment is sought (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)) of such unpaid amount, sought; provided that the any such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (the Administrative Agent, the Collateral Agent, the Issuing Lender or any such sub-agent) in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent, Collateral Agent (or any such sub-agent) the Issuing 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 2.08(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 Parent Borrower or any other Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under clauses paragraph (a) or (b) of this Section to be paid by them it to any the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank, any Swingline Lender or any Related Party thereofof any of the foregoing, each Lender severally agrees to pay to, indemnify or hold harmless such to the Administrative Agent (or any such sub-agent) ), such Issuing Bank, such Swingline Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to any Issuing Bank or if Swingline Lender solely in its capacity as such, only the Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminatedsought); provided, determined as of the day immediately prior to the date on which the Obligations were paid in full)) of such unpaid amount, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Swingline Lender in its capacity as such, or against any Related Party thereof of any of the foregoing acting for such the Administrative Agent (or any such sub-agent) ), such Issuing Bank 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 paragraph (c) are subject to the provisions of Section 2.08(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 (c2.14(f).