Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders 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, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Agent (or any sub-agent) in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under clauses (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s Applicable Percentage at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent (or any such sub-agent) in its capacity as such ), or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.11(e).

Reimbursement by Xxxxxxx. To Without limiting their obligations under Section 9.14 hereof, to the extent that Borrower the Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoingit, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that Borrower any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral Administrative Agent (or and any sub-agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Collateral Administrative Agent (or and any such sub-agentagent thereof) or such Related Party, as the case may be, such Xxxxxx’s pro rata share of the Aggregate Commitments (based upon the percentages as used in determining the Required Lenders 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 Collateral Administrative Agent (or and any such sub-agentagent thereof) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Administrative Agent (or and any sub-agentagent thereof) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that Borrower If any Borrowers for any reason fails to indefeasibly pay when due any amount that it is required to pay under Section 2.4 10.04(a) or 10.04(b) to be paid by it to the Collateral any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral any Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders on its Percentage Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) or any Related Party of any of the Collateral foregoing acting for such Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Agent (or any sub-agent) in connection with such capacity. The obligations of Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders 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, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Agent (or any sub-sub- agent) in connection with such capacity. 12.10.

Reimbursement by Xxxxxxx. To the extent that Borrower any Borrower, for any reason reason, fails to indefeasibly pay any amount required under Section 2.4 the foregoing clauses (a) or (b) to be paid by it to the Collateral Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by by, or asserted against against, the Collateral Administrative Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Administrative Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 2.4 9.5 to be paid by it to the Collateral any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral such Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (based upon the percentages as used in determining the Required Lenders 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 Collateral such Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral such Agent (or any such sub-agent) in connection with such capacity.. Section 9.6

Reimbursement by Xxxxxxx. To the extent that Borrower any Credit Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) ), or such Related Party, as the case may be, such Xxxxxx’s pro rata ratable share (based upon the percentages as used in determining the Required Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on the proportion that the Loans held by such Lender bears to all outstanding the Loans) 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 2.4 9.5 to be paid by it to the Collateral any Agent (or any sub-agent thereof) ), and any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral such Agent (or any such sub-agent) ), such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (based upon the percentages as used in determining the Required Lenders 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 Collateral such Agent (or any such sub-agent) or such Issuing Bank in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral such Agent (or any such sub-agent) or such Issuing Bank in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 2.4 to be paid by it to the Administrative Agent, the Collateral Agent (or any sub-agent thereofIssuing Bank under paragraph (a) or (b) of this Section (and without limiting its obligation to do so) or against any Related Party of any of the foregoingforegoing acting for any Administrative Agent (or any sub-agent) in connection with such capacity, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent (or any such sub-agent) or such Related Partythe applicable Issuing Bank, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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, damage, liability or related expense, as the case may be, Loss was incurred by or asserted against the Administrative Agent, the Collateral Agent (or any such sub-agent) the applicable Issuing Bank in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral any Administrative Agent (or any sub-agent) in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that Borrower any Loan Party for any reason fails to indefeasibly pay any amount required under paragraph (1) or (2) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (3) are subject to the other provisions of this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Administrative Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Administrative Agent (or any such sub-agent). The obligations of the Lenders under this subsection (c) in connection with such capacityare subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that Borrower If any Borrowers for any reason fails to indefeasibly pay when due any amount that it is required to pay under Section 2.4 10.04(a) or 10.04(b) to be paid by it to the Collateral any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral any Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (based upon the percentages as used in determining the Required Lenders on its Percentage Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against such Agent (or any such sub-agent) or any Related Party of any of the Collateral foregoing acting for such Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Agent (or any sub-agent) in connection with such capacity. The obligations of Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under Subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral such Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral such Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral such Agent (or any such sub-agent) in connection with such capacity. The obligations of Lenders under this clause (e) are subject to the provisions of Section 2.14.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this LEGAL_1:81779606.19 BMO – BNS - Berkshire –Credit Agreement paragraph (a) are subject to the other provisions of this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (1) or (2) of this Section 2.4 to be paid by it to the Administrative Agent (or any sub-Administrative Agent thereof), the Collateral Agent (or any sub-agent Collateral Agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-Administrative Agent), the - 116 - LEGAL_1:80104424.8 Collateral Agent (or any such sub-agentCollateral Agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-Administrative Agent) or the Collateral Agent (or any such sub-agent) Collateral Agent), as applicable, 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-Administrative Agent) or the Collateral Agent (or any such sub-agent) Collateral Agent), as applicable, in connection with such capacity.. (4)

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata ratable share (based upon the percentages as used in determining the Required Lenders determined by each Lender’s Commitment 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (e) are subject to the provisions of Section 2.02(e).

Reimbursement by Xxxxxxx. To the extent that If a Borrower for any reason fails to indefeasibly pay when due any amount that it is required to pay under Section 2.4 10.04(a) or Section 10.04(b) to be paid by it to the Collateral each Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Revolver Lender severally agrees to pay to the Collateral Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Revolver Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders on its Percentage 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 an Agent (or any such sub-agent) or any Related Party of any of the Collateral foregoing acting for such Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral Agent (or any sub-agent) in connection with such capacity.. The obligations of Lenders under this subsection (c) are subject to the provisions of Section 2.10(e). 147

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 2.4 10.03 to be paid by it to the Collateral Agent Agents (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender and Issuing Bank severally agrees to pay to the Collateral such Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (based upon the percentages as used in determining the Required Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral such Agent (or any such sub-agent) in its capacity as such ), or against any Related Party of any of the foregoing acting for the Collateral Agent such Administrative (or any such sub-agent) in connection with such capacity). For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total LC Exposure, outstanding Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that Borrower the Loan Parties for any reason fails fail indefeasibly to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it or them to the Collateral any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral applicable Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral applicable Agent (or any such sub-agent) in its capacity as such or against any Related Party of any of the foregoing acting for the Collateral applicable Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 2.4 to be paid by it to the Collateral Administrative Agent (or any agent or sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral any Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (based upon the percentages as used in determining the Required Lenders 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 Collateral applicable Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral such Agent (or any sub-agentsuch subagent) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several and not joint.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 2.4 Sections 11.04 or 11.05 to be paid by it to the Collateral Agent (or any sub-agent thereof) ), the Issuing Bank or any Agent-Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) ), the Issuing Bank or such Agent-Related Party, as the case may be, such Xxxxxx’s pro rata share Pro Rata Share (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) or the Issuing Bank in its capacity as such such, or against any Agent-Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) or Issuing Bank in connection with such capacity. The obligations of the Lenders under this Section 10.13 are subject to the provisions of Section 2.13(b).

Reimbursement by Xxxxxxx. To Without limiting their obligations under Section 9.14 hereof, to the extent that Borrower the Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoingit, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) ), the L/C Issuer or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that , provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that a Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (a) are subject to the other provisions of this Agreement concerning several liability of the Lenders.

Reimbursement by Xxxxxxx. To the extent that Borrower the Parent or the Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph (1) or (2) of this Section 2.4 to be paid by it to the Collateral Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Collateral Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Applicable Percentage (based upon the percentages as used in determining the Required Lenders 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 Collateral Agent (or any such sub-agent) in its capacity as such such, or against any Related Party of any of the foregoing acting for the Collateral Agent (or any such sub-agent) in connection with such capacity. The obligations of the Lenders under this paragraph (3) are subject to the other provisions of this Agreement concerning several liability of the Lenders.