Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Arranger, any Issuing BankLender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the any Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank Lender or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany Issuer, any Swingline Swing Line Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Agent, the Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Agent, the foregoingIssuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch Issuer, the Swingline such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank any Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the holders of Lenders party to the Revolving Credit Loans Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Issuer or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank such Issuer or any the Swingline such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 11.10.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, in each case in their capacity as such, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity.. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.7. (d)

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under Section 10.08.1 11.3 or 10.08.2 11.11 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), provided, furtherfurther that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section are subject to the provisions of Section 11.4.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender L/C Issuers or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender L/C Issuers or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) providedof such unpaid amount, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank ) or the Swingline Lender L/C Issuers in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank ) or any the Swingline Lender L/C Issuers in connection with such capacity. In addition, to the extent that the Borrower or the other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section or Section 7.12(a) of the Collateral Trust Agreement to be paid by the Borrower or such other Loan Party to the Collateral Trustee or any Related Party of the Collateral Trustee, each Lender severally agrees to pay to the Collateral Trustee or such Related Party such Lender’s Applicable Percentage (determined as of the time the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount in connection with the Collateral Trustee following a direction of an Act of Required Secured Parties (as defined in the Collateral Trust Agreement) prior to the occurrence of the earlier of the Discharge of Credit Agreement Obligations (as defined in the Collateral Trust Agreement) or the Outstanding Loan Threshold Date (as defined in the Collateral Trust Agreement); provided that such Indemnified Liability (as defined in the Collateral Trust Agreement) was incurred by or asserted against the Collateral Trustee in its capacity as such, or against any Related Party of the Collateral Trustee acting for the Collateral Trustee in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related US-DOCS\135452008.17 129 Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender Bank or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Bank, the Swingline Lender Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total principal amount of the Advances and the Available Amount of all outstanding Letters of Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such Issuing Bank or any the Swingline Lender in connection with such capacity.. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.02(e). (c)

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

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Loan Party for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, Collateral Agent (or any Swingline Lender sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally promises 1234400.03-CHISR02A - MSW agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Bank sub-agent) or the Swingline Lender Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Collateral Agent (or any such sub-agent)or the Swingline Lender Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14(g). For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing BankSustainability Structuring Agent, any Swingline the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankSustainability Structuring Agent, the Swingline L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders unused Commitments and Loan Obligations at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided), further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Sustainability Structuring Agent, the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Sustainability Structuring Agent, the L/C Issuer or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower or any other Loan Party pursuant to any other Loan Document for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankSwing Lender, any Swingline Lender the L/C Issuer, or any Related Party of any of the foregoingforegoing or the Administrative Agent otherwise has liability for the actions and items referred to in Section 9.5(a), each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankSwing Lender, the Swingline Lender L/C Issuer, or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Aggregate Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Swing Lender or the Swingline Lender L/C Issuer solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Swing Lender or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Swing Lender or any the Swingline Lender L/C Issuer in connection with such capacity.. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.4 and 2.17(e). ​

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), each Issuing Lender, the Issuing Bank, any Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity.. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2. ​ 121 ​

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany L/C Issuer, any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank any L/C Issuer or the Swingline Lender solely in its capacity as such, only the holders of Lenders party to the Revolving Credit Loans Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank such L/C Issuer or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total RevolvingTotal Credit Exposure for all Lenders at such time, or if the RevolvingTotal Credit Exposure has been reduced to zero, then based on such Lender’s share of the RevolvingTotal Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the an Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such subagent) or the applicable Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or applicable Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or Agent, any sub-agent thereof)of the Administrative Agent, the Issuing BankSustainability Structuring Agent, any Swingline Lender sub-agent of the Sustainability Structuring Agent, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agentagent thereof), the Issuing BankSustainability Structuring Agent (or any such sub-agent thereof), the Swingline Lender L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) providedof such unpaid amount, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or Agent, any such sub-agent), such Issuing Bank agent or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentagent thereof), the Issuing Bank Sustainability Structuring Agent (or any such sub-agent thereof), or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this 191 subsection (c) are subject to the provisions of Section 2.13(d). To the extent that the Administrative Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable. To the extent that the Sustainability Structuring Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Sustainability Structuring Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under Section 10.08.1 11.04(a) or 10.08.2 (b) to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided), further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank L/C Issuer or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this Section 11.04(c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender the Swing Line Bank or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Bank, the Swingline Lender Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank or any the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.02(f). The failure of any Lender to reimburse the Agent, Issuing Bank or Swing Line Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent, Issuing Bank or Swing Line Bank, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swing Line Bank, as the case may be, for such other Xxxxxx’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to the Administrative Agent (or arising out of this Agreement or any sub-agent thereof)other Loan Document or any action taken or omitted to be taken by Administrative Agent, the Issuing Bank, any Swingline Lender L/C Issuer or any a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s share portion of Loans, commitments and risk participations with respect to the aggregate Total Revolving Credit Exposure for all Lenders at such timeFacility) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank ) or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank ) or any the Swingline Lender L/C Issuer in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence, bad faith or willful misconduct of such Administrative Agent, L/C Issuer or Related Party. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Issuing Bank, any Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Pro Rata Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided provided, that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Swing Line Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Lender or the Issuing Bank or any the Swingline Swing Line Lender in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany Arranger, any Swingline Lender Bookrunner, the Swing Line Lender, any L/C Issuer or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch Arranger, such Bookrunner, the Swingline Lender Swing Line Lender, such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each according to the proportion of (a) the sum of the (i) Total Outstandings owing to such Lender (with the aggregate amount of such Lender’s share risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes hereof) other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such date) of such Lender to (b) the sum of (i) Total Credit Exposure for all Lenders at Outstandings other than the Outstanding Amount of Competitive Loans and (ii) the aggregate unused Commitments (determined without giving effect to any Competitive Loans outstanding on such timedate)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank any Arranger, any Bookrunner, the Swing Line Lender or the Swingline Lender any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Swing Line Lender or any the Swingline Lender 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 2.13(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender any L/C Issuer solely in its capacity as such, only the holders of Revolving Credit Loans Lenders party to the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank ) or any the Swingline Lender 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 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, ); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity.. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e). 127

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay in cash any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing BankBanks, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing BankBanks, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughti) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Issuing Banks in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Banks in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Banks shall not include losses incurred by the Swingline Lender or the Issuing Banks due to one or more Lenders defaulting in their obligations to purchase participations of Swingline Exposure under Section 2.17(d) or LC Exposure under Section 2.18(d) or to make Revolving Loans under Section 2.18(e) (it being understood that this proviso shall not affect the Swingline Lender’s or the Issuing Banks’ rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender the Swing Line Bank or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Bank, the Swingline Lender Swing Line Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them the Lenders based on each of such Lenders’ their respective Revolving Credit Commitment Percentage Ratable Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank or any the Swingline Lender Swing Line Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.02(f).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity 103 payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such agent),the Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total outstanding Loans, interests in Letters of Credit Exposure for all Lenders and Unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender any L/C Issuer solely in its capacity as such, only the holders of Revolving Lenders party to the Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the outstanding Loans, interests in Letters of Credit and Unused Commitments at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender 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 12.3.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail Each Lender severally agrees to indefeasibly pay any amount required under Section 10.08.1 or 10.08.2 to be paid by it the Borrower under Section 11.04(a) or 11.04(b) to the Administrative Agent (and any sub-agent thereof), each L/C Issuer and the Swing Line Lender, and each Related Party of any of the foregoing Persons (to the extent not reimbursed by the Borrower and without limiting the obligation of the Borrower to do so), ratably according to the Lenders’ respective pro rata shares in effect on the date on which such payment is sought under this Section 11.04(c), and agrees to indemnify and hold to the Administrative Agent (and any sub-agent thereof), each L/C Issuer and the Swing Line Lender, and each Related Party of any of the foregoing Persons, harmless from and against any and all Liabilities and related expenses (including the fees, charges and disbursements of counsel) of any kind whatsoever that may at any time (whether before or after the Facility Termination Date) be imposed on, incurred by or asserted 119 against the Administrative Agent (or any sub-agent thereof), any L/C Issuer and the Issuing BankSwing Line Lender, any Swingline Lender or any Related Party of any of the foregoingforegoing Persons, each Lender severally promises in any way relating to pay or arising out of this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent (or any such sub-agentagent thereof), such L/C Issuer or the Issuing BankSwing Line Lender, the Swingline Lender or such any Related Party, as the case may be, such Lender’s pro rata share (determined as Party of any of the time that the applicable unreimbursed expense foregoing Persons, under or indemnity payment is sought based on each Lender’s share in connection with any of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)foregoing; provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as the case may be, was incurred by or asserted against such Person in its capacity as, or in fulfilling its role as, the Administrative Agent (or any such a sub-agentagent thereof), such Issuing Bank an L/C Issuer or the Swingline Swing Line Lender (or, in its capacity as such, or against the case of any Related Party of any of the foregoing Person, acting for the Administrative Agent (or any such a sub-agentagent thereof), an L/C Issuer or the Issuing Bank or any the Swingline Swing Line Lender in connection with such capacity); provided, further, that no Lender shall be liable for the payment of any portion of such Liabilities or expenses that are found by a final and nonappealable judgment of a court of competent jurisdiction to have resulted primarily from the Administrative Agent (or such sub-agent’s), such L/C Issuer’s or the Swing Line Lender, as the case may be, gross negligence or willful misconduct. For purposes of this Section, at any time, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Aggregate Revolving Credit Exposure, unused Revolving Commitments, the outstanding Term Loans and unused Term Commitments, in each case, at such time (or most recently outstanding and in effect).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 11.04 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender ) or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender ) or such Related Party, as the case may be, Party such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share (or, in the event at such time all the Commitments shall have terminated and all the Loans shall have been repaid in full, as of the aggregate Total Credit Exposure for all Lenders at such timetime most recently prior thereto when any Loans or Commitments remained outstanding)) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any its Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender ) in connection with such capacity. For purposes hereof, “pro rata share” shall mean, with respect to any Lender at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the amount of the unused Commitments and the Outstanding Amount of the Loans of such Lender at such time and the denominator of which is the aggregate amount of the unused Commitments and the aggregate Outstanding Amount of the Loans at the time. Each Lender hereby agrees that, notwithstanding any exclusions from the Loan Parties’ indemnification obligations under Section 11.04(b) for gross negligence or willful misconduct of the applicable Indemnitee, no action taken (or not taken) by the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing in accordance with the directions of the Required Lenders or the Required Lenders (or such other number or percentage of the Lenders as shall be provided by the Loan Documents) shall be deemed to constitute gross negligence or willful misconduct for the purposes of the Lenders’ payment and indemnification obligations under this clause (c). Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent to such Lender from any source against any amount due to the Administrative Agent under this clause (c). The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.10(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany L/C Issuer, any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank any L/C Issuer or the Swingline Lender solely in its capacity as such, only the holders of Lenders party to the Revolving Credit Loans Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank such L/C Issuer or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 11.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankCollateral Agent, any Swingline Lead Arranger, any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankCollateral Agent, each Lead Arranger, each L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent, such Issuing Bank Lead Arranger, such L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Collateral Agent, any Lead Arranger, any L/C Issuer or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Company for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 or 10.08.2 subsection 11.5(a) to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Issuing BankSwing Line Lender, any Swingline the Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bankapplicable L/C Issuer, the Swingline Swing Line Lender, the Swing Line Euro Tranche Lender, the Alternative Currency Funding Fronting Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Outstandings plus the unused Commitments at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or the Swingline Alternative Currency Funding Fronting Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank applicable L/C Issuer, the Swing Line Lender, the Swing Line Euro Tranche Lender or any the Swingline Alternative Currency Funding Fronting Lender in connection with such capacity. The obligations of the Lenders under this subsection 11.5(b) are subject to the provisions of subsection 4.6(e).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 Sections 9.5(a) or 10.08.2 (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Bank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Revolving Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank or any the such Swingline Lender in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), each Issuing Lender, the Issuing Bank, any Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid ​ 143 ​ amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Arranger, any Issuing BankLender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the any Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank Lender or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender L/C Issuer or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender such L/C Issuer or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender any L/C Issuer solely in its capacity as such, only the holders of Lenders party to the Revolving Credit Loans Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each such Lender’s share of the Revolving Credit Exposure at such time); and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) or such Issuing Bank or the Swingline Lender L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank ) or any the Swingline Lender 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 13.15.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 11.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Issuing Bank, any Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees (i) to pay with respect to the clause (a) of this Section, and (ii) indemnify with respect to clause (b) of this Section, Administrative Agent (or any such sub-agent), the such Issuing Bank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided); provided further that, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.18(e).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to pay indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the an Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such subagent) or the applicable Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or applicable Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 4.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers for any reason fail to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Arranger, any Issuing BankLender, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed 162 146960219_6 165457743_4 expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the any Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the such Issuing Bank Lender or any the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers or other Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b), as applicable, of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Bankan Arranger, any L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Banksuch L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate unused Revolving Credit Commitments plus the Total Outstandings (with the aggregate amount of each Revolving Credit Exposure for all Lenders Lender’s risk participation and funded participation in L/C Obligations and Swingline Loans being deemed “held” by such Revolving Credit Lender) at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), provided, further, that that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agentsub‑agent), such Issuing Bank an Arranger, any L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Bank such Arranger, such L/C Issuer or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany L/C Issuer, any Swingline Swing Line Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swing Line Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swing Line Lender or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch L/C Issuer, the Swingline such Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) and provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank L/C Issuer or the Swingline such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank such L/C Issuer or any the Swingline such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (d) are subject to the provisions of Section 12.3.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Parent Borrower or any other Loan Party for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Bank, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Applicable Percentage at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank or any the such 147 Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14(f).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the an Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the applicable Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Aggregate Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the Issuing Bank Administrative Agent or the Swingline applicable Issuing Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders under the Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided), further, provided further that the unreimbursed expense or indemnified loss, claim, damage, liability Liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such or Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the applicable Issuing Bank or any the Swingline Lender in connection with such capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 10.04 or 10.08.2 10.05(a) to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Issuing Bank, any Swingline Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bankany such L/C Issuer, the Swingline Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank an L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any such L/C Issuer or the Issuing Bank or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the lenders under this subsection (b) are subject to the provisions of Section 2.12(e). All 243 amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, ); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity.. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e). ny-2508035

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Loan Party for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, Collateral Agent (or any Swingline Lender sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender Collateral Agent (or any such sub-agent) such Receiver or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)amount; provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such Issuing Bank sub-agent) or the Swingline Lender Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Collateral Agent (or any such sub-agent)or the Swingline Lender Receiver in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Section 2.14(g). For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and unused Commitments of all Lenders at the time (or if the Term Loans have been repaid in full and the Commitments have been terminated, based upon its share of the Term Loans immediately prior to such repayment). To the extent that any Loan 254 Party for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Escrow Agent or any Receiver or any Related Party thereof, each Aleris Incremental Term Lender severally agrees to pay to the Escrow Agent, such Receiver or such Related Party, as the case may be, such Aleris Incremental Term Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Escrow Agent or such Receiver, in each case, in its capacity as such, or against any Related Party of any of the foregoing acting for the Escrow Agent or such Receiver in connection with such capacity. For purposes of the immediately preceding sentence, an Aleris Incremental Term Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Aleris Incremental Term Loans and unused Aleris Incremental Term Loan Commitments of all Aleris Incremental Term Lenders at the time (or if the Aleris Incremental Term Loans have been repaid in full and the Aleris Incremental Term Loan Commitments have been terminated, based upon its share of the Aleris Incremental Term Loans immediately prior to such repayment, or, if the Aleris Incremental Term Loans were never funded to the applicable Co-Borrower, based upon its share of the Aleris Incremental Term Loan Commitments immediately prior to such termination).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Lender, the Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the such Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, ); provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity.. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e). NY-2355188

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankL/C Issuer, any Swingline the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankL/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for outstanding Loans, unfunded Commitments and participation interests in Swing Line Loans and L/C Obligations of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ), provided, furtherfurther that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank ) or the Swingline L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank L/C Issuer or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers a Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative an Agent (or any sub-agent thereof), the an Issuing Bank, any Swingline a Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Applicable Administrative Agent (or any such sub-agent), the Applicable Issuing Bank, the Swingline Applicable Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Applicable Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) providedof such unpaid amount, further, 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 Applicable Administrative Agent (or any such sub-agent), such the Applicable Issuing Bank or the Swingline Applicable Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Applicable Administrative Agent (or any such sub-agent), the Applicable Issuing Bank or any the Swingline Applicable Swing Line Lender in connection with such capacity.. (d) The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the expiration of any Letter of Credit, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of any Agent, Lender or Issuing Bank. All amounts due under this Section 9.05 shall be payable on written demand therefor. SECTION 9.06

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Bankany L/C Issuer, any Swingline Lender or any Related Party or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent, the L/C Issuer, any Swingline Lender or a Related Party in any way relating to or arising out of this Agreement or any other Loan Document or any action taken or omitted to be taken by Administrative Agent, the foregoingL/C Issuer, any Swingline Lender or a Related Party in connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Banksuch L/C Issuer, the such Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank L/C Issuer or the such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank such L/C Issuer or any the such Swingline Lender in connection with such capacity.. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 13.15. -95-

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 clause (a) or 10.08.2 (b) of this ‎Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankCollateral Agent (or any sub-agent thereof), any Swingline Lender Issuing Bank or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to (whether or not any such amount arises, in whole or in part, out of the comparative, contributory or sole negligence of the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent thereof), such Issuing BankBank or such Related Party) to the Administrative Agent, the Swingline Lender Collateral Agent, such Issuing Bank or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of or, if indemnification is sought after the aggregate Total Credit Exposure for date upon which all Lenders at Commitments shall have terminated and the Loans and Reimbursement Obligations shall have been paid in full, ratably in accordance with such timeoutstanding Loans and Commitments as in effect immediately prior to such date) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughti) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Collateral Agent (or any sub-agent thereof), any Issuing Bank or the Swingline Lender in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) or any Issuing Bank or any the Swingline Lender in connection with such capacitycapacity and (ii) such indemnity for the Issuing Banks shall not include losses incurred by the applicable Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of LC Exposure under ‎Section 2.17(c) or to make Revolving Loans under Section 2.17(e) (it being understood that this proviso shall not affect the applicable Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this clause (c) are subject to the provisions of ‎Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 10.04 or 10.08.2 10.05(a) to be paid by it to the Administrative Agent (or any sub-agent thereof), any L/C Issuer, the Issuing Bank, any Swingline Swing Line Lender or any Related Party Indemnified Person of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bankany such L/C Issuer, the Swingline Swing Line Lender or such Related PartyIndemnified Person, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank an L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party Indemnified Person of any of the foregoing acting for the Administrative Agent (or any such sub-agent), any such L/C Issuer or the Issuing Bank or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the lenders under this subsection (b) are subject to the provisions of Section 2.12(e). All amounts due under this Section 10.05(b) shall be payable not later than ten (10) Business Days after demand therefor. The agreements in this Section 10.05(b) shall survive the resignation of the Administrative Agent, an L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under clause (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Credit Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such the Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 5.7.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower (or any other Loan Party pursuant to any other Loan Document) for any reason fail fails indefeasibly to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLenders, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLenders, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Revolving Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, ); and provided further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Bank Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the 133 Administrative Agent (or any such sub-agent), the any Issuing Bank Lender or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.18(e).

Reimbursement by Xxxxxxx. To the extent that (i) the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the it, or (ii) any liabilities, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever are imposed on, incurred by, or asserted against, Administrative Agent (or a Related Party in any way relating to or arising out of this Agreement or any sub-agent thereof), the Issuing Bank, any Swingline Lender other Loan Document or any action taken or omitted to be taken by Administrative Agent or a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally promises agrees to pay to the Administrative Agent (or any such co-agent, sub-agent), the Issuing Bank, the Swingline Lender agent or attorney-in-fact) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each such Lender’s share portion of the aggregate Total Credit Exposure for all Lenders at such timeLoans and Commitments) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such co-agent, sub-agentagent or attorney-in-fact), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender ) in connection with such capacity; and provided, further, that, the obligation of the Lenders to so indemnify shall not be available to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Administrative Agent or Related Party. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 12.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), each Issuing Lender, the Issuing Bank, any Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such any Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the any Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Credit Parties for any reason fail to indefeasibly pay any amount required under Section 10.08.1 or 10.08.2 Sections 11.01 and 11.02 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender or any Related Party of any of the foregoingit, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent)Agent, the Issuing Bankeach LC Issuer, the Swingline Lender or such each Lender, each Arranger and their respective Related PartyParties, as the case may be, such LenderXxxxxx’s pro rata share of the Aggregate Credit Facility Exposure (excluding Swing Loans), determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s pro rata share of the aggregate Total Aggregate Credit Facility Exposure for all Lenders (excluding Swing Loans) at such time) , of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, such Issuing Bank LC Issuer or the Swingline Lender such Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (Agent, such LC Issuer or any such sub-agent), the Issuing Bank or any the Swingline Lender Arranger in connection with such capacity. The obligations of the Lenders under this Section are subject to the provisions of Section 2.07(a). The Administrative Agent in Individual Capacity. The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Credit Parties, their respective Subsidiaries and their Affiliates as though not acting as Administrative Agent hereunder. With respect to the Loans made by it and all Obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not the Administrative Agent, and the terms “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), any Issuing Bank, any the Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), each Issuing Bank, the Swingline Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be effective whether or not the related losses, claims, damages, liabilities and related expenses are incurred or asserted by such Lenderany party hereto or any third party); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Xxxxxx’s Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, furtherthat, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), such Issuing Bank or any the Swingline Lender in connection with such capacity. The obligations of the Lenders under this Section 10.03(c) are several and not joint. The failure of any Lender to make any payment under this Section 10.03(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its payment under this Section 10.03(c).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Loan Parties for any reason fail to indefeasibly pay any amount required under clauses (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it them to the Administrative any Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally promises agrees to pay to the Administrative to, indemnify or hold harmless such Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender ) or such Related Party, as the case may be, 4144-3070-7525 such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at (or if such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought after the date on which the Obligations have been paid in full and the Commitments have been terminated, determined as of the day immediately prior to the date on which the Obligations were paid in full)) providedof such unpaid amount, further, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative such Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender ) in connection with such capacity. For purposes hereof, a Xxxxxx’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans and unused Commitments (if any) at the time or, if such expense or indemnity payment is sought after the date on which the Obligations have been paid in full and the Commitments have been terminated, determined as of the day immediately prior to the date on which the Obligations were paid in full. The obligations of the Lenders under this clause (c) are subject to the provisions of Section 2.08(d). Each Lender hereby authorizes the Administrative Agent and the Collateral Agent to set off and apply any and all amounts at any time owing to such Lender under any Loan Document or otherwise payable by the Administrative Agent or the Collateral Agent to such Lender from any source against any amount due to the Administrative Agent or the Collateral Agent under this clause (c).

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 10.04(a) or 10.08.2 (b) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankSustainability Structuring Agent, any Swingline L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankSustainability Structuring Agent, such L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s Xxxxxx's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s 's share of the aggregate Total Credit Exposure for Exposures of all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage ' Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) ); provided, furtherthat, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Sustainability Structuring Agent, such Issuing Bank L/C Issuer or the Swingline Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Sustainability Structuring Agent, such L/C Issuer or any the Swingline Swing Line Lender in connection with such capacity.. The obligations of the Lenders under this Section 10.04(c) are subject to the provisions of Section 2.12(d). cxxxiv

Reimbursement by Xxxxxxx. To the extent that the Borrowers Borrower for any reason fail fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any the Swingline Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing BankLender, the such Swingline Loan Lender or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders Ratable Share at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Ratable Share of the Revolving Credit Commitment Percentage Facility (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such agent),the Issuing Bank Lender or the Swingline Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank Lender or any the Swingline Loan Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are subject to the provisions of Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Xxxxxxx. To the extent that Holdings, the Borrowers Borrower or any Subsidiary for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.08.1 or 10.08.2 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Bank, any Swingline Lender ) or any Related Party of any of the foregoingthereof, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Bank, the Swingline Lender ) or such Related Party, as the case may be, such LenderXxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided that, to the extent that Holdings, the Borrower or any Subsidiary is not required to indemnify or reimburse the Administrative Agent (or any of its Related Parties) for losses, claims, damages, liabilities or expenses pursuant to Section 10.4(a)(ii)(y) or Section 10.4(b)(2)(y), upon a determination by a court of competent jurisdiction in a final and non-appealable decision that such losses, claims, damages, liabilities or expenses resulted from a material breach by the Administrative Agent or any of its Related Parties under Section 7.15, each Public-Side Lender agrees to indemnify or reimburse the Administrative Agent for losses, claims, damages, liabilities or expenses relating to such material breaches by the Administrative Agent or any of its Related Parties of Section 7.15 involving, related to, in connection with or arising out of the disclosure of information to such Public-Side Lender, excluding any losses, claims, damages, liabilities or expenses to the extent they have resulted from the willful misconduct or gross negligence of the Administrative Agent (or any of its Related Parties) (as determined by a court of competent jurisdiction in a final and non-appealable decision); provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Borrowers If for any reason fail a Base Rate Borrowing may not be (as determined in the sole discretion of the Administrative Agent), or is not, made in accordance with the foregoing provisions, then each Lender (other than the applicable Issuing Bank) shall be obligated to indefeasibly pay fund the participation that such Lender purchased pursuant to subsection (a) of this Section in an amount equal to its Pro Rata Share of such LC Disbursement on and as of the date which such Base Rate Borrowing should have occurred. Each Lender’s obligation to fund its participation shall be absolute and unconditional and shall not be affected by any amount circumstance, including, without limitation, (i) any set-off, counterclaim, recoupment, defense or other right that such Lender or any other Person may have against the applicable Issuing Bank or any other Person for any reason whatsoever, (ii) the existence of a Default or an Event of Default or the termination of the Aggregate Commitments, (iii) any adverse change in the condition (financial or otherwise) of the Borrower or any of its Subsidiaries, (iv) any breach of this Agreement by the Borrower or any other Lender, (v) any amendment, renewal or extension of any Letter of Credit or (vi) any other circumstance, happening or event whatsoever, whether or not similar to any of the foregoing. On the date that such participation is required under Section 10.08.1 or 10.08.2 to be paid by it funded, each Lender shall promptly transfer, in immediately available funds, the amount of its participation to the Administrative Agent for the account of the applicable Issuing Bank. Whenever, at any time after an Issuing Bank has received from any such Lender the funds for its participation in a LC Disbursement, such Issuing Bank (or any sub-agent thereof), the Issuing Bank, any Swingline Lender or any Related Party of any of the foregoing, each Lender severally promises to pay to the Administrative Agent (or on its behalf) receives any such sub-agent)payment on account thereof, the Administrative Agent or such Issuing Bank, the Swingline Lender or such Related Party, as the case may be, will distribute to such Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such time) Lender its Pro Rata Share of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender)payment; provided that with respect if such payment is required to such unpaid amounts owed be returned for any reason to the Issuing Bank Borrower or the Swingline Lender solely to a trustee, receiver, liquidator, custodian or similar official in its capacity as such, only the holders of Revolving Credit Loans shall be required to pay such unpaid amountsany bankruptcy proceeding, such payment Lender will return to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) provided, further, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or the applicable Issuing Bank any such sub-agent), portion thereof previously distributed by the Administrative Agent or such Issuing Bank or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender in connection with such capacityto it.

Reimbursement by Xxxxxxx. To the extent that the Borrowers any Borrower for any reason fail fails to indefeasibly pay any amount required under Section 10.08.1 Sections 11.3.1 [Costs and Expenses] or 10.08.2 11.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing BankLender, any Swingline the Swing Loan Lender or any Related Party of any of the foregoing, each Lender severally promises agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing BankLender, the Swingline Swing Loan Lender or such Related Party, as the case may be, such Lender’s pro rata share Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the aggregate Total Credit Exposure for all Lenders at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); amount, provided that with respect to such unpaid amounts owed to the Issuing Bank Lender or the Swingline Swing Loan Lender solely in its capacity as such, only the holders of Lenders with Revolving Credit Loans Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on each of such Lenders’ respective Revolving Credit Commitment Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought by reference to clause (i) provided, further, of the definition of such term); and provided further that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such Issuing Bank the Swing Loan Lender or the Swingline Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Bank or any the Swingline Lender in connection with such capacity.any