Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Creditor 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) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(c) are subject to Section 10.11.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aparagraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bankthe Collateral Agent, the Swingline Lender Representative, or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bankthe Collateral Agent (or any sub-agent thereof), the Swingline Lender Representative or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Collateral Agent (or any sub-agent thereof) or the Swingline Lender Representative in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank the Collateral Agent (or any sub-agent thereof) or the Swingline Lender Representative in connection with such capacity. The obligations For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the Lenders under this Section 10.3(c) are subject to Section 10.11sum of the outstanding Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aclauses (a) or (b) of this this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.113.1.

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such LenderXxxxxx’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such unpaid amount payment to be made severally among them based on such Lenders’ Applicable Percentages (including any such unpaid amount in respect determined as of a claim asserted by such Lenderthe time that the applicable unreimbursed expense or indemnity payment is sought); provided 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingforegoing (but without limiting the obligation of the Borrower to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share Applicable Percentage of such amount (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share Xxxxxx's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender's share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(a10.04(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bankthe Arranger, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bankthe Arranger, the Swingline Lender or such Creditor Related Party, as the case may be, such LenderXxxxxx’s Pro Rata Share ratable share (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 amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as suchany Arranger, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(c10.04(c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Creditor 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 soughtsought based on each Lender’s 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); , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, subagent) or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Creditor agent)or any 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lender’s Applicable 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 expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under Section 10.3(aclause (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bankan L/C Issuer, the Swingline Swing Line Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Creditor 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) pro rata share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made by the Lenders ratably based on their Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the 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), the Swing Line Lender or such Issuing Bank or the Swingline Lender L/C Issuer in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Swing Line Lender or such Issuing Bank or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aclause (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender Collateral Agent or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender Collateral Agent (or any sub-agent thereof) or such Creditor 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) 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 the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Collateral Agent (or the Swingline Lender in its capacity as suchany sub-agent thereof), or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank ) or the Swingline Lender Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(aclause (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s Pro Rata Share share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect ​ of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Creditor 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 soughtsought based on each Lender’s 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); , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, ) or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aparagraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any the Issuing BankLender, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such the Issuing BankLender, the Swingline Lender or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(cparagraph (c) are subject to the provisions of Section 10.114.7.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aclause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Outstanding Amount at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Applicable Loan 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 expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (d) are subject to the provisions of Section 10.112.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower or Discovery for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) above to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor of its Related Party Parties, but without relieving the Borrower of any of the foregoingits obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor Related Party, as the case may be, such LenderXxxxxx’s Pro Rata Share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, such or against any Creditor such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(c) are subject to Section 10.11.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.13(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aclauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Outstanding Amount at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.11(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aparagraph (a) or (b) of this Section to be paid by it to the Administrative Agent, the Collateral Agent (or any sub-agent thereof), any Issuing Bank, of the Swingline Lender Administrative Agent or the Collateral Agent) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent (or any such sub-agent), such Issuing Bank, agent of the Swingline Lender Administrative Agent or the Collateral Agent) or such Creditor Related Party, as the case may be, such Lender’s Pro Rata Share pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent, the Collateral Agent (or any such sub-agent), such Issuing Bank agent of the Administrative Agent or the Swingline Lender in its capacity as suchCollateral Agent), or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub-agent), such Issuing Bank agent of the Administrative Agent or the Swingline Lender Collateral Agent) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cparagraph (c) are subject to the provisions of Section 10.112.10(e).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(aclauses (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing BankL/C Issuer, the Swingline Lender or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing BankL/C Issuer, the Swingline Lender or such Creditor 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) of sought)of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender L/C Issuer in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.11(c).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay in full in cash any amount required under Section 10.3(aclause (a) or (b) of this Section 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided 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), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(cclause (c) are subject to the provisions of Section 10.112.10(b).

Reimbursement by Xxxxxxx. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the unfunded Commitments and the outstanding Loans of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, ) or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the any Borrower Party for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender Letter of Credit Issuer or any Creditor Related Party of any of the foregoingforegoing (but without releasing such Borrower Party from its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender Letter of Credit Issuer or such Creditor 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) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender Letter of Credit Issuer in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank ) or the Swingline Lender Letter of Credit Issuer in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to Section 10.11several.

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(a11.04(a) or (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender or such Creditor 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 soughtsought based on each Lender’s share 13722710v11 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); 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 Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(c11.04(c) are subject to the provisions of Section 10.112.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoing, thereof each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s Commitment at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided , such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, ) or against any Creditor Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.10(d).

Reimbursement by Xxxxxxx. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under Section 10.3(asubsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender ) or any Creditor Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), such Issuing Bank, the Swingline Lender ) or such Creditor 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 soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, ) or against any Creditor Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.3(csubsection (c) are subject to the provisions of Section 10.112.12(d).