Common use of Reimbursement by Xxxxxxx Clause in Contracts

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

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph clauses (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative to, indemnify or hold harmless such Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender ) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at (or if such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought 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 further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative such Agent (or any such sub-agent), 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 paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and 2.20(ethe 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 Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 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 soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender any L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails indefeasibly to pay any amount required under paragraph (asubsection 11.5(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Issuing Swing Line Lender, the Swingline Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing applicable L/C Issuer, the Swing Line Lender, the Swingline Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the aggregate Total Outstandings plus the unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or the Swingline Alternative Currency Funding Fronting Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or the Swingline Alternative Currency Funding Fronting Lender in connection with such capacity. The obligations of the Lenders under this paragraph (csubsection 11.5(b) are subject to the provisions of Sections 2.1, 2.4 and 2.20(esubsection 4.6(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required to be paid by it to the Administrative Agent, any Issuing Bank or any Swingline Lender under 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 it Section 5.12(b)(ii)(F) hereof in excess of the IVP Supplemental Cap for any 12-month period (provided that prior to incurring expenses in excess of the IVP Supplemental Cap for any 12-month period at any time no Event of Default shall exist), the Administrative Agent (or any sub-agent thereofshall have afforded the Lenders an opportunity to consult with the Administrative Agent regarding such expenses), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, (i) each Lender severally agrees to pay to the Administrative Agent (or any and such sub-agent), the Issuing Lender, the Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount and (ii) each MulticurrencyRevolving Lender severally agrees to pay to the applicable Issuing Bank or Swingline Lender such Revolving Lender’s Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (Agent, such Issuing Bank or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

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

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.8(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany Issuer, the Swingline any Swing Line Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Agent, the Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Agent, the foregoingIssuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch Issuer, the Swingline such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender such Issuer or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender such Issuer or the Swingline any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 11.10.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

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

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 any Issuing Lender or the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or Agent, any sub-agent thereof)of the Administrative Agent, the Issuing LenderSustainability Structuring Agent, any sub-agent of the Sustainability Structuring Agent, the Swingline Lender L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the Issuing LenderSustainability Structuring Agent (or any such sub-agent thereof), the Swingline Lender L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) 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 the Administrative Agent (or Agent, any such sub-agent), the Issuing Lender agent or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentagent thereof), the Issuing Lender Sustainability Structuring Agent (or any such sub-agent thereof), or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1Section 2.13(d). To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, 2.4 and 2.20(e)then all references to the “Administrative Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable. To the extent that the Sustainability Structuring Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Sustainability Structuring Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2.

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 10.08.1 or (b) of this Section 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees promises to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderBank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 Lender Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Lenders Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Bank or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2.

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 11.3 or (b) of this Section 11.11 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) Section are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 11.4.

Reimbursement by Xxxxxxx. (a) To the extent that the Borrower Prologis for any reason fails to indefeasibly to pay any amount required under paragraph (a) Section 14.4.1 or (b) of this Section 14.4.2 to be paid by it to the Global Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Sustainability Structuring Agent (or any sub-agent thereof) or any Related Party of any of the foregoingGlobal Administrative Agent or Sustainability Structuring Agent, each Lender severally agrees to pay to the Global Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender Sustainability Structuring Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Global Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related (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 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) 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 the Administrative such Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative any Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender any L/C Issuer in connection with such capacity. (c) The obligations of the Lenders under this paragraph (c) Section 14.4.3 are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 6.9.

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

Reimbursement by Xxxxxxx. To the extent that the Parent Borrower or any other Loan Party for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving 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 the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.14(f).

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

Reimbursement by Xxxxxxx. To the extent that the Borrower any Loan Party for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally 1234400.03-CHISR02A - MSW agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any such sub-agent) or the Swingline Lender Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any such sub-agent)or the Swingline Lender Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14(g). For purposes hereof, 2.4 a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and 2.20(eunused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 10.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderSustainability Structuring Agent, any L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderSustainability Structuring Agent, such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Xxxxxx's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 's share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage ' Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Sustainability Structuring Agent, such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Sustainability Structuring Agent, such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 10.04(c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).. cxxxiv

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Each Lender severally agrees to pay indemnify the Agent and each Issuing Bank (in each case, to the Administrative extent not promptly reimbursed by the Company) from and against such Xxxxxx’s ratable share of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including the fees, charges and disbursements of any advisor or counsel for such Person) that may be imposed on, incurred by, or asserted against the Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share (determined as in any way relating to or arising out of this Agreement or the time Notes or any action taken or omitted by the Agent or any Issuing Bank under this Agreement or the Notes; provided, however, that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) no Lender shall be liable for any portion of such unpaid amount (including losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or expenses resulting from the Agent’s or such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction, nor shall any such unpaid amount in respect of a Lender be liable to the extent that any claim asserted by such Lender); provided that with respect to such unpaid amounts owed any Special Letter of Credit under this section relates to an event arising on or after the Participation Cut-Off Date. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and each Issuing Bank for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Company under Section 9.04(a), to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time extent that the applicable unreimbursed expense Agent or indemnity payment such Issuing Bank is sought); provided further, that not promptly reimbursed for such costs and expenses by the unreimbursed expense or indemnified loss, claim, 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 Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Company.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSections 9.5(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing LenderSustainability Structuring Agent, the Swingline L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderSustainability Structuring Agent, the Swingline L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the unused Commitments and Loan Obligations at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Sustainability Structuring Agent, the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Sustainability Structuring Agent, the L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower any Loan Party for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any such sub-agent) or the Swingline Lender Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any such sub-agent)or the Swingline Lender Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14(g). For purposes hereof, 2.4 a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and 2.20(eunused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan 254 Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section ‎Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), any Issuing Lender, the Swingline Lender Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to (whether or not any such amount arises, in whole or in part, out of the comparative, contributory or sole negligence of the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent thereof), such Issuing LenderBank or such Related Party) to the Administrative Agent, the Swingline Lender Collateral Agent, such Issuing Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at or, if indemnification is sought after the date upon which all Commitments shall have terminated and the Loans and Reimbursement Obligations shall have been paid in full, ratably in accordance with such timeoutstanding Loans and Commitments as in effect immediately prior to such date) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), any Issuing Lender or the Swingline Lender Bank in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or any Issuing Lender or the Swingline Lender Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Banks shall not include losses incurred by the applicable Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of LC Exposure under ‎Section 2.17(c) or to make Revolving Loans under Section 2.17(e) (it being understood that this proviso shall not affect the applicable Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1‎Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and 2.20(e)unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent, any Lead Arranger, any L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderCollateral Agent, each Lead Arranger, each L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided , provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent, such Lead Arranger, such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent, any Lead Arranger, any L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’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 Revolving Percentage '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 provided, that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline 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’ Revolving Percentage ' Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers or other Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) ), as applicable, of this Section to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lenderan Arranger, any L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lendersuch L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate unused Revolving Percentage Credit Commitments plus the Total Outstandings (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); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided , provided, further, that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lender an Arranger, any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lender such Arranger, such L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails indefeasibly fail to pay in cash any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing LenderBanks, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing LenderBanks, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swingline Lender Issuing Banks in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender 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 Sections 2.1Section 2.14. For purposes hereof, 2.4 a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent (or a Related Party in any way relating to or arising out of this Agreement or any sub-agent thereof), the Issuing Lender, the Swingline Lender other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such co-agent, sub-agent), the Issuing Lender, the Swingline Lender agent or attorney-in-fact) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s Revolving Percentage at such timeportion of Loans and Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such co-agent, sub-agentagent or attorney-in-fact), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Administrative Agent or Related Party. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 that, with respect to such unpaid amounts owed to the Issuing Lender or the Swingline 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’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related ​ Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the Swingline Lender Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the any Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or any the Issuing Lender or the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.02(f). The failure of any Lender to reimburse the Agent, 2.4 Issuing Bank or Swing Line Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent, Issuing Bank or Swing Line Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swing Line Bank, as the case may be, for such other Xxxxxx’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and 2.20(e)all other amounts payable hereunder.

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing L/C Issuer, any U.S. Swing Line Lender, the Swingline any Euro Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing L/C Issuer, such U.S. CHAR1\1990274v1 Swing Line Lender, the Swingline such Euro Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender L/C Issuer, such U.S. Swing Line Lender, or the Swingline such Euro Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender L/C Issuer, such U.S. Swing Line Lender, or the Swingline such Euro Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 11.04(c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

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

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

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section or under Section 2.18 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the Swingline Lender such Swing Line Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 such Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.02.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Exposure at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 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 Term Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Term Lenders’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 provided, that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline 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’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Swing Lender, the Swingline Lender L/C Issuer, or any Related Party of any of the foregoingforegoing or the Administrative Agent otherwise has liability for the actions and items referred to in Section 9.5(a), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Swing Lender, the Swingline Lender L/C Issuer, or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 Issuing Swing Lender or the Swingline Lender 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); ) and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Swing Lender or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Swing Lender or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e2.17(e).. ​

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph clauses (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative to, indemnify or hold harmless such Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender ) or such Related Party, as the case may be, 4144-3070-7525 such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at (or if such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought 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 further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative such Agent (or any such sub-agent), 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 paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and 2.20(ethe 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 Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the 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 soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), subagent) or the applicable Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or applicable Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 10.5 or Section 10.6 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent, the Swingline Lender [***] = 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 of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the Issuing LenderCollateral Agent, the Swingline Lender Funding Agents, or such any Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Aggregate Commitment of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender Group Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); , provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent, or the Swingline Lender each Funding Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent, or the Swingline Lender any Funding Agent, in connection with such capacity. The obligations of the Lenders under this paragraph clause (cB) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.13(C).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to pay (x) any amount required to be paid by it to the Administrative Agent, the Collateral Agent or any Issuing Bank under paragraph (a) or (b) of this Section (and without limiting its obligation to be paid by it 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 fees, costs and expenses of the Approved Third-Party Appraiser 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), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, (i) each Lender severally agrees to pay to the Administrative Agent, or the Collateral Agent (or any such sub-agent), the applicable Issuing Lender, the Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such timesought) of such unpaid amount and (including any such unpaid amount in respect of a claim asserted by ii) each Revolving Lender severally agrees to pay to the applicable Issuing Bank, such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ ’s Applicable Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided further, 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 the Administrative Agent (or any such sub-agent)Agent, the Issuing Lender Collateral Agent or the Swingline Lender applicable Issuing Bank in its capacity as such, such or against any Related Party of any of the 767537780768227557 foregoing acting for the any Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the Swingline Lender Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the any Issuing Lender Bank or the Swingline Lender Swing Line Bank 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 the Lenders based on such Revolving Lenders’ Revolving Percentage their respective Ratable Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or any the Issuing Lender or the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.02(f).

Reimbursement by Xxxxxxx. To the extent that the any Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) Sections 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Loan Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Swing Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to clause (i) of the definition of such term); and provided further, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Swing Loan Lender or the Swingline Issuing Lender in its capacity as such, or against any Related Party of any any 1. 1097380671\10\AMERICAS of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

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

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

Reimbursement by Xxxxxxx. To the extent that the Borrower (or any other Loan Party pursuant to any other Loan Document) for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderLenders, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderLenders, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e2.18(e).

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 Party for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees (i) to pay with respect to the clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherfurther that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the ) or such Issuing Lender Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such Issuing Lender Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.18(e).

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

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

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender any L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any L/C Issuer solely in its capacity as such, only the Revolving Lenders party to the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to the Administrative Agent (or arising out of this Agreement or any sub-agent thereof)other Loan Document or any action taken or omitted to be taken by Administrative Agent, the Issuing Lender, the Swingline Lender L/C Issuer or any a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s portion of Loans, commitments and risk participations with respect to the Revolving Percentage at such timeCredit Facility) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender L/C Issuer in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Administrative Agent, L/C Issuer or Related Party. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the each Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 any Issuing Lender or the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2.

Reimbursement by Xxxxxxx. To the extent that Holdings, the Borrower or any Subsidiary for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender ) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that, to the extent that Holdings, the 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 a final and non-appealable decision that such losses, claims, damages, liabilities or expenses resulted from a material breach by the Administrative Agent or any of its Related Parties under Section 7.15, each Public-Side Lender agrees to indemnify or reimburse the Administrative Agent for losses, claims, damages, liabilities or expenses relating to such 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 disclosure of information to such Public-Side Lender, excluding any losses, claims, damages, liabilities or expenses to the extent they have resulted from the willful misconduct or gross negligence of the Administrative Agent (or any of its Related Parties) (as determined by a court of competent jurisdiction in a final and non-appealable decision); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower If for any reason fails indefeasibly 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 pay any amount required under paragraph fund the participation that such Lender purchased pursuant to subsection (a) or (b) of this Section in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the applicable Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required to be paid by it funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the applicable Issuing Bank. Whenever, at any time after an Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, such Issuing Bank (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or on its behalf) receives any such sub-agent)payment on account thereof, the Issuing Lender, the Swingline Lender Administrative Agent or such Related PartyIssuing Bank, as the case may be, will distribute to such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) Lender its Pro Rata Share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)payment; provided that with respect if such payment is required to such unpaid amounts owed be returned for any reason to the Issuing Lender Borrower or the Swingline Lender solely to a trustee, receiver, liquidator, custodian or similar official in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amountsany bankruptcy proceeding, such payment Lender will return 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); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, or against applicable Issuing Bank any Related Party of any of the foregoing acting for portion thereof previously distributed by the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject Bank to the provisions of Sections 2.1, 2.4 and 2.20(e)it.

Reimbursement by Xxxxxxx. To the extent that the a Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving 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 the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.14(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 provided, that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline 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’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherand provided, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Arranger, any Issuing Lender, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed 162 146960219_6 165457743_4 expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 any Issuing Lender or the 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 soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the such Issuing Lender or the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees (i) to pay with respect to the clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherfurther that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 that, with respect to such unpaid amounts owed to the Issuing Lender or the Swingline 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’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderL/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the each Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 any Issuing Lender or the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).Section 2.2. ​ ​

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails indefeasibly to pay indefeasibly any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 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 soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), subagent) or the applicable Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or applicable Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Xxxxxxx. Each Lender shall 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 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 the Borrower any Group Company for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderBank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees (i) to pay with respect to the clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), the Issuing LenderBank, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherfurther that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 13.2. or (b) of this Section 13.10. to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender ) or such Related Party, as the case may be, such LenderXxxxxx’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 Revolving Percentage 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 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); provided furtherprovided, that the unreimbursed expense or indemnified loss, claim, 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 Issuing Lender or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. The obligations agreements in this Section 12.6. shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this paragraph (c) are subject Agreement. If the Borrowers shall reimburse the Administrative Agent for any such unreimbursed expense or indemnity payment following payment by any Lender to the provisions Administrative Agent in respect of Sections 2.1such unreimbursed expense or indemnity payment pursuant to this Section 12.6., 2.4 and 2.20(e)the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Aggregate Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any such sub-agent), the Issuing Lender or the Swingline Lender in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent Agent, the Collateral Administrator, the Collateral Custodian or the Securities Intermediary (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 11.04(d) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 3.07(a) or (b) of this Section 3.08 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any Party, and without limitation of the foregoingobligations of the Borrower and such Related Parties to pay such amounts, each Lender severally agrees to pay 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 LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s Revolving Percentage at such timepercentage of the Commitments, Loans and LC Exposure outstanding) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amountsprovided, 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); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing Party, acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. 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 paragraph (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 Sections 2.1any other Lender to so make its payment under this Section 3.07(d). Each Lender’s obligation under this Section 3.07(d) shall survive the resignation or replacement or removal of any Agent or any assignment of rights by or replacement of a Lender, 2.4 the termination of the Commitments and 2.20(e)the satisfaction or discharge of all other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the each Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 any Issuing Lender or the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.2.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderL/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderL/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender L/C Issuer or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.8(d).

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

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Arranger, any Bookrunner, the Issuing Swing Line Lender, the Swingline Lender any L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Arranger, such Bookrunner, the Issuing Swing Line Lender, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each according to the proportion of (a) the sum of the (i) Total Outstandings owing to such Lender (with the aggregate amount of such Lender’s Revolving Percentage at risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such timeLender for purposes hereof) other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such date) of such Lender to (b) the sum of (i) Total 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 (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), any Arranger, any Bookrunner, the Issuing Swing Line Lender or the Swingline Lender any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Swing Line Lender or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section Sections 11.01 and 11.02 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoingit, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, the Issuing each LC Issuer, each Lender, the Swingline Lender or such each Arranger and their respective Related PartyParties, as the case may be, such LenderXxxxxx’s pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans), determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans) at such time) , of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (Agent, such LC Issuer or any such sub-agent), the Issuing Lender or the Swingline Lender Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (Agent, such LC Issuer or any such sub-agent), the Issuing Lender or the Swingline Lender Arranger in connection with such capacity. The obligations of the Lenders under this paragraph (c) Section are subject to the provisions of Sections 2.1Section 2.07(a). The Administrative Agent in Individual Capacity. The Administrative Agent and its Affiliates may make loans to, 2.4 accept deposits from and 2.20(e)generally engage in any kind of business with the Credit Parties, their respective Subsidiaries and their Affiliates as though not acting as Administrative Agent hereunder. With respect to the Loans made by it and all Obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender L/C Issuers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) 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 the Administrative Agent (or any such sub-agent), the Issuing Lender ) or the Swingline Lender L/C Issuers in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)) or L/C Issuers in connection with such capacity. In addition, to the Issuing Lender extent that the Borrower or the Swingline 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 of the Collateral Trustee acting for the Collateral Trustee in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 the Swingline Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the agent),the Issuing Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) 11.3.3 are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 2.1.3 [Nature of Xxxxxx’s Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the Swingline any Swing Line Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch L/C Issuer, the Swingline such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherand 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 Issuing Lender such L/C Issuer or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the Swingline any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cd) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 12.3.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), any Issuing LenderBank, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), each Issuing LenderBank, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Xxxxxx’s Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), such Issuing Lender Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), such Issuing Lender Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 10.03(c) are subject several and not joint. The failure of any Lender to make any payment under this Section 10.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the provisions failure of Sections 2.1, 2.4 and 2.20(eany other Lender to so make its payment under this Section 10.03(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 provided, that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline 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’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender any L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage share of the outstanding Loans, interests in Letters of Credit and Unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any L/C Issuer solely in its capacity as such, only the Revolving Lenders party to the Credit shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the outstanding Loans, interests in Letters of Credit and Unused Commitments at such time); provided and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 12.3.

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

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section or under Section 2.18 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing LenderBank, the Swingline Lender such Swing Line Bank or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage 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 such Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Pro Rata Share of the Revolving Percentage Credit Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided ) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Lender Bank or the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).Section 2.02. ​

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender ) or such Related Party, as the case may be, Party such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Revolving Percentage (or, in the event at such timetime all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the time most recently prior thereto when any Loans or Commitments remained outstanding)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that the unreimbursed expense or indemnified loss, claim, 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 Issuing Lender or the Swingline Lender ) in its capacity as such, or against any its Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. For purposes hereof, “pro rata share” shall mean, with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the unused Commitments and the Outstanding Amount of the Loans of such Lender at such time and the denominator of which is the aggregate amount of the unused Commitments and the aggregate Outstanding Amount of the Loans at the time. Each Lender hereby agrees that, notwithstanding any exclusions from the Loan Parties’ indemnification obligations under Section 11.04(b) for gross negligence or willful misconduct of the applicable Indemnitee, no action taken (or not taken) by the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing in accordance with the directions of the Required Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be provided by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for the purposes of the Lenders’ payment and indemnification obligations under this clause (c). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this clause (c). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.10(d).