Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 9.13 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by itit to the Administrative Agent (or any sub-agent thereof) or any Related Party thereof, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought and based on the aggregate principal amount of all Loans and unused Commitments then outstanding) 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Agents Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations agreements in this Section 9.5(c) shall survive the termination of this Credit Agreement and payment of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)Notes and all other amounts payable hereunder.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to Agent, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent)Agent, the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) Agent or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by itit to the Agents (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, or such Related Party, as the case may be, such Lender’s Applicable Percentage share (determined as based on the amount of Loans held by each Lender at the time that the applicable unreimbursed expense or indemnity payment is soughtsought or if the Loans have been repaid in full, based on the amount of Loans held by such Lender immediately prior to such repayment) 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer Collateral Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C Issuer the Collateral Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (aSection 10.2 or Section 10.3(a) or (b) of this Section to be paid by itit to an Agent (or any sub-agent thereof)or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents an Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.3(b) are subject to the provisions of Section 2.12(d)10.12.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.16(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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(d2.13(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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(d2.12(e).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C LC Issuer or such Related Party, as the case may be, 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 Agents Administrative Agent (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C LC 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer Agent or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agentagent thereof) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or such Agent(or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.11(g).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (aSection 11.5(a) or (b) of this Section to be paid by itthem to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.5(b) are subject to the provisions of Section 2.12(d4.12(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (aSection 14.1(a) or (b14.1(b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to pay indefeasibly pay any amount required under subsection (aSections 12.03(a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof), the Arranger, the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer Arranger, the Issuing Bank or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) ), the Arranger or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) ), the Arranger or L/C Issuer the Issuing Bank 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (ca) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that any amounts required to be paid to any Agent, an LC Issuer or any Related Party of any of the Loan Parties for any reason fail foregoing pursuant to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it10.4 are not indefeasibly paid, each Lender severally agrees to pay to the Agents (or any such sub-agent)Agent, the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Applicable US Percentage Share or Canadian Percentage Share, as appropriate (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 Agents (any Agent, or any such sub-agent) or the L/C an LC Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Agents (such Agent or any such sub-agent) or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject shall be several, as provided in the second next to last sentence of Section 2.2 with respect to the provisions several obligations of Section 2.12(d)Lenders to make Loans.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to the Agents (or any sub-agent thereof), the Arrangers or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer Arrangers or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as suchArrangers, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer the Arrangers 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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(d2.12(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason Borrowers fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itthem to the Agents (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer Issuing Bank or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)10.12.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection Subsection (a) or (b) of this Section to be paid by itit to an Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection Subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) Sections 11.04 or (b) of this Section 11.05 to be paid by itit to the Agent (or any sub-agent thereof), the Issuing Bank or any Agent-Related Party, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer Issuing Bank or such Agent-Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Agent-Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 10.11 are subject to the provisions of Section 2.12(d2.13(b).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 9.15 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or and any such of their sub-agentagents), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or and any such of their sub-agentagents) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or and any such of their sub-agentagents) 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(d2.12(e).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the applicable L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or such 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (aSection 11.5(a) or (b) of this Section to be paid by itthem to the Agents (or any sub-agent thereof), the Collateral Agent or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents applicable Agent (or any such sub-agent), the L/C Issuer Collateral Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage '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 Agents such Agent (or any such sub-agent) or the L/C Issuer Collateral Agent in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer the Collateral Agent in connection with such capacity; and provided further that only the Canadian Lenders shall have any obligation to make any payment to the Canadian Agent pursuant to this Section 11.5(b). The obligations of the Lenders under this subsection (cSection 11.5(b) are subject to the provisions of Section 2.12(d4.12(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage 123 (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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Parent or the Borrowers for any reason fail to indefeasibly pay any amount required under subsection paragraph (a1) or (b2) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c3) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 9.13 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Credit Agreement (Euro) asserted against the Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative 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(d2.12(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties Obligors for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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).. (d)

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection Subsection (a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (ce) are subject to the provisions of Section 2.12(d)2.13.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason Borrowers fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agents (or any sub-agent thereof), the Issuing Banks or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer Issuing Banks or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer Issuing Banks in its their capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer Issuing Banks in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)10.11.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 10.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations ; provided that such Credit Parties shall be entitled to reimbursement for no more than one counsel (plus any local counsel) representing all such Credit Parties (absent a conflict of interest in which case the Lenders under this subsection (c) are subject to the provisions of Section 2.12(dCredit Parties may engage and be reimbursed for additional counsel).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (ce) are subject to the provisions of Section 2.12(d)2.13.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) ), or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection Section 15.1 or clause (a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Commitment 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (cb) are subject to the provisions of Section 2.12(d5.8(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s '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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) Section 10.02 or (b) of this Section 10.18 to be paid by itit to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage applicable percentage thereof (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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations For the purposes of this Section 10.10, the “applicable percentage” of a Lender shall be the percentage of the Lenders under this subsection (c) are subject to total aggregate principal amount of the provisions of Section 2.12(d)Loans made by such Lender at such time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 11.1(a) or (b11.1(b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 9.03 to be paid by itit to the Administrative Agent (or any sub-agent thereof) or any Related Party of the foregoing, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer subagent) or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.13. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans and unused Commitments at the time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Credit Parties for any reason fail to indefeasibly pay any amount required under subsection (a) Section 10.02 or (b) of this Section 10.18 to be paid by itit to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage applicable percentage thereof (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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations For the purposes of this Section 11.10, the “applicable percentage” of a Lender shall be the percentage of the Lenders under this subsection (c) are subject to total aggregate principal amount of the provisions of Section 2.12(d)Notes represented by the Notes held by such Lender at such time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that any amounts required to be paid to Administrative Agent, LC Issuer or any Related Party of any of the Loan Parties for any reason fail foregoing pursuant to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it10.4 are not indefeasibly paid, each Lender severally agrees to pay to the Agents (or any such sub-agent)Administrative Agent, the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Applicable 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 the Agents (Administrative Agent, or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Agents (Administrative Agent or any such sub-agent) or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject shall be several, as provided in the next to last sentence of Section 2.3 with respect to the provisions several obligations of Section 2.12(d)Lenders to make Loans.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to Agent, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent)Agent, the L/C Issuer or such Related Party, as the case may be, 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 Agents (Agent F or any such sub-agent) p er so na l u se o nl or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by itit to any Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents such Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.15(c).. 70 US-DOCS\101836689.12

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail Borrower fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agents (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer Issuing Bank or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against 109 any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)10.11.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that any amounts required to be paid to Administrative Agent, LC Issuer or any Related Party of any of the Loan Parties for any reason fail foregoing pursuant to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it10.4 are not indefeasibly paid, each Lender severally agrees to pay to the Agents (or any such sub-agent)Administrative Agent, the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Applicable 's 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 the Agents (Administrative Agent, or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Agents (Administrative Agent or any such sub-agent) or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject shall be several, as provided in the next to last sentence of Section 2.3 with respect to the provisions several obligations of Section 2.12(d)Lenders to make Loans.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 13.01 to be paid by itit to the Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 's Proportionate 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as suchIssuing Lender, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 13.02 are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer LC Issuers or such Related Party, as the case may be, 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, 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 Agents Administrative Agent (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C such LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 13.01 to be paid by itthem to the Agent (or any sub-agent thereof), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 's Proportionate 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as suchIssuing Lender, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 13.02 are subject to the other provisions of this Agreement concerning several liability of the Lenders. This Section 2.12(d)13.02 shall not apply to Taxes, which are the subject of Section 15.02.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents AgentsAgent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents AgentsAgent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents AgentsAgent (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the applicable L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or such 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) Sections 11.04 or (b) of this Section 11.05 to be paid by itit to the Agent (or any sub-agent thereof), the Issuing Bank or any Agent-Related Party, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer Issuing Bank or such Agent-Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Agent-Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) Section 10.11 are subject to the provisions of Section 2.12(d2.13(b).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 9(n) hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (aA) or (bB) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cC) are subject to the provisions of Section 2.12(d2(l)(D).

Reimbursement by Lenders. Without limiting their the Lenders’ obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required to be paid by it to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing under subsection clause (a) (Costs and Expenses) or (b) of this Section to be paid (Indemnification by itthe Borrower) above, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents Agent (or any such sub-agentagent thereof) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.15 (Lender’s Obligation to Mitigate; Replacement of Lenders).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 ​ (152) ​ or related expense, as the case may be, was incurred by or asserted against the Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) Section 9.02 or (b) of this Section 9.18 to be paid by itit to the Agent (or any sub‑agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer sub‑agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage 's applicable percentage thereof (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 Agents Agent (or any such sub-agentsub‑agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agentsub‑agent) or L/C Issuer in connection with such capacity. The obligations For the purposes of this Section 10.10, the "applicable percentage" of a Lender shall be the percentage of the Lenders under this subsection (c) are subject to total aggregate principal amount of the provisions of Section 2.12(d)Loans held by such Lender at such time.

Reimbursement by Lenders. Without limiting their the Lenders’ obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Overall 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 Agents (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C LC 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the a Loan Parties Party for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 11.03 to be paid by itit to Agent (or any sub-agent thereof), Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer such Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage '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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, such Issuing Bank or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacityIssuing Bank. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)11.10.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to the Administrative Agent, any Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents (or any Administrative Agent, such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage '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 Agents (Administrative Agent or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (Administrative Agent or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations For [[NYCORP:3318923v15:3100C: 06/26/2012--05:12 p]] purposes hereof, a Lender's “pro rata share” shall be determined based upon its Revolving Commitment Percentage or its share of the Lenders under this subsection outstanding Term Loans at the time (c) are subject to the provisions of Section 2.12(dor most recently outstanding and in effect).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by itit to each Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, the Control Agent or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) ), the Collateral Agent or L/C Issuer the Control Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 10.12(a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of the Agent, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing Agent acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.12(c) are subject several and not joint. The Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Agent hereunder (whether as fundings of Section 2.12(dparticipations, indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Agent by any Lender arising outside of this Agreement and the other Loan Documents.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) Section 10.02 or (b) of this Section 10.18 to be paid by itit to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage applicable percentage thereof (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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations For the purposes of this Section 11.10, the “applicable percentage” of a Lender shall be the percentage of the Lenders under this subsection (c) are subject to total aggregate principal amount of the provisions of Section 2.12(d)Notes represented by the Notes held by such Lender at such time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) Section 10.02 or (b) of this Section 10.18 to be paid by itit to the Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage applicable percentage thereof (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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations For the purposes of this Section 11.10, the “applicable percentage” of a Lender shall be the percentage of the Lenders under this subsection (c) are subject to total aggregate principal amount of the provisions of Section 2.12(d)Notes represented by the Notes held by such Lender at such time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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).. -147- 6245414.1

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 15.04 to be paid by itit to any Agent (or any sub‑agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agentsub‑agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents such Agent (or any such sub-agentsub‑agent thereof) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agentsub‑agent thereof) 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(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itAgent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s '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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or 181 any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that any amounts required to be paid to any Agent, an LC Issuer or any Related Party of any of the Loan Parties for any reason fail foregoing pursuant to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it10.4 are not indefeasibly paid, each Lender severally agrees to pay to the Agents (or any such sub-agent)Agent, the L/C LC Issuer or such Related Party, as the case may be, such Lender’s Applicable 's US Percentage Share or Canadian Percentage Share, as appropriate (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 Agents (any Agent, or any such sub-agent) or the L/C an LC Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Agents (such Agent or any such sub-agent) or L/C LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject shall be several, as provided in the second next to last sentence of Section 2.2 with respect to the provisions several obligations of Section 2.12(d)Lenders to make Loans.

Reimbursement by Lenders. Without limiting their the Lenders’ obligations under Section 9.14 9.14, hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by itit to any Agent (or any sub-agent thereof), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 9.13 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or 168 related expense, as the case may be, was incurred by or asserted against the Agents Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrowers for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 13.2(a) or (bSection 13.2(b) of this Section to be paid by itit to Agent (or any sub-agent thereof) of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Agent (or any such sub-agent), or against any officer, employee, or agent of any of the Agents foregoing acting for Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c13.2(c) are subject to the provisions of Section 2.12(d2.9(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itthem to the Administrative Agent (or any sub-agent thereof), or any Related Party, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Administrative Agent (or any such sub-agent) or the L/C Issuer ), in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative 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 Lenders. Without limiting their obligations under Section 9.14 9.13 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) 1 or (b) 2 of this Section to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) 3 are subject to the provisions of Section 2.12(dII.L(iv).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (ca) are subject to the other provisions of Section 2.12(d).this Agreement concerning several liability of the Lenders. RBC – AltaLink (AILP) – 2020 $200M Credit Agreement

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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). For purposes of this subsection, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Outstanding Amount of the Term Loans and the unused Commitments at the time.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by itit to Agent (or any sub-agent thereof), or any Related Party, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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(d2.09(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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(d2.07(c).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (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 Lenders. Without limiting their the Lenders’ obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C LC Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-sub- agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C LC 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under RBC – AltaLink (AILP) – 2016 Credit Agreement this subsection paragraph (ca) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 15.04 to be paid by itit to any Agent (or any sub‑agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents such Agent (or any such sub-agentsub‑agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage 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 Agents such Agent (or any such sub-agentsub‑agent thereof) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents such Agent (or any such sub-agentsub‑agent thereof) or L/C Issuer in connection with such capacity. The 143 NYDOCS02/1023777.17Midway Gold – Pan Gold Project – Credit Agreement obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof9.14, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents 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 Lenders. Without limiting their the Lenders’ obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C LC Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C LC 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer LC Issuers or such Related Party, as the case may be, 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, 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 Agents Administrative Agent (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C such LC Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by it, each Lender severally agrees to pay to the Agents (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, 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 Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Administrative Agent (or any such sub-agent), the L/C Issuer LC Issuers or such Related Party, as the case may be, 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, 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 Agents Administrative Agent (or any such sub-agent) or the L/C LC Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Administrative Agent (or any such sub-agent) or L/C such LC 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 Lenders. Without limiting their obligations under Section 9.14 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the applicable L/C Issuer or such Related Party, as the case may be, 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 Agents Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or such 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(d2.11(d).

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 hereof, to To the extent that the Loan Parties a Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by itit to the Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s '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 umeimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agents Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection paragraph (ca) are subject to the other provisions of Section 2.12(d)this Agreement concerning several liability of the Lenders.

Reimbursement by Lenders. Without limiting their obligations under Section 9.14 9.13 hereof, to the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it, each Lender severally agrees to pay to the Agents Agent (or any such sub-agent), the applicable L/C Issuer or such Related Party, as 103 the case may be, 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 Agents Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Agents Agent (or any such sub-agent) or such 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(d2.11(d).