Common use of Reimbursement by Xxxxxxx Clause in Contracts

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), 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), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any thereof (but without limiting the obligation of the foregoingBorrowers under such subsection), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstanding, a claim asserted by such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtLender), 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), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), 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), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).indemnified

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) agent or such Related Party, as the case may be), such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages 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-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSections 11.3(a) [Costs and Expenses] or (b11.3(b) of this Section [Indemnification by the Borrower] to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Issuing Lender or such Related Party, as the case may be, such XxxxxxLender’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 sum of the aggregate such unpaid principal amount of the Term Loans then outstandingamount, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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), ) or the 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), ) or Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(dd).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Term Loan Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), 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), 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any Issuing Bank or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Issuing Bank or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstanding, a claim asserted by such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time Lender); provided 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), ) or such Issuing 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), ) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.14(e).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally severally, and not jointly, agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages Xxxxxx’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.12(d2.09(e).

Reimbursement by Xxxxxxx. To Without duplication with respect to Section 7.08, to the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 8.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s pro rata share at such time), 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), ) 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), ) 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum of the aggregate Exposure of all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s ratable share of sum the Commitments) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Xxxxxx’s ratable share of the Commitments (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 against any such sub-agent), in its capacity as such, subagent of the Administrative Agent or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingAdministrative Agent, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum of the aggregate unpaid principal amount of Total Credit Exposure at such time, or if the Term Loans Total Credit Exposure has been reduced to zero, then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as Lender’s share of the time that the applicable unreimbursed expense or indemnity payment is soughtTotal 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, 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), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer or any Related Party of any of the foregoingSwingline Lender, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party), as any L/C Issuer the case may beSwingline Lender, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such L/C Issuer or the Swingline Lender, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such L/C Issuer or 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 the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by 113 them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), 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), or the 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(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aa)(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, thereof each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), L/C Issuer, Swing Line Lender or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Commitment at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (cc)(c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.5 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 11.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally CHAR1\1928876v8 among them based on such Lenders’ Lender’s Applicable Percentages 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), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), ) 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), ) 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (aSection 10.04(a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), the Arranger, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), the Arranger, or such Related Party, as the case may be, such Xxxxxx’s pro rata ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), in its capacity as suchany Arranger, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (cSection 10.04(c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(d).. (d) [Reserved]. (e)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage or other applicable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), 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 Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further thatfurther, that 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect ​ of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Outstanding Amount at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-sub- agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section above to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any of its Related Party Parties, but without relieving the Borrower of any of the foregoingits obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) based on each of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) in its capacity as such, such or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Aggregate Commitments at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties for any reason fail to indefeasibly pay in full in cash any amount required under subsection clause (a) or (b) of this Section 11.04 to be paid by them to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), ; provided, 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), 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.10(b).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum of the aggregate unpaid principal Aggregate Term Loan Commitments or the outstanding amount of the Term Loans then outstandingLoan, as applicable, at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in CHAR2\2846261v9 connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingIssuing Bank, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may beIssuing Bank, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Outstandings at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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), ) or such Issuing 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), ) or such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).. (c)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such agent)or any Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingParty, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount of the Term Loans then outstandingamount, such payment to be made severally among them based on such Lenders’ Applicable Percentages (determined as of the time provided 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), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.12(e).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (bA) of this Section 10.5 or Section 9.5 or Section 10.6 to be paid by them it to the Administrative Facility Agent (or any sub-agent thereof) ), the Collateral Agent or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Facility Agent (or any such sub-agent) agent thereof), the Collateral Agent or such any Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Aggregate Commitment of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Lender Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Facility Agent (or any such sub-agent)) or the Collateral Agent, in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Facility Agent (or any such sub-agent)) or the Collateral Agent, in connection with such capacity. The obligations of the Lenders under this subsection clause (cB) are subject to the provisions of Section 2.12(d2.13(C).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower or Discovery for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. (d)

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrowers for any reason fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), 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), 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Loans at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)3.1.

Reimbursement by Xxxxxxx. To the extent that the Loan Parties If a Borrower for any reason fail fails to indefeasibly pay when due any amount that it is required to pay under subsection (aSection 10.04(a) or (bSection 10.04(b) of this Section to be paid by them to the Administrative each Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, (i) each Revolver Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s Revolver 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 sum of the aggregate unpaid principal amount of the Term Loans then outstanding, such payment to be made severally among them based on such Lenders’ Applicable Percentages its Percentage Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount and (ii) each Term Loan Lender severally agrees to pay to Administrative Agent (or any such sub-agent) or such Related Party, providedas the case may be, further that, such Term Loan Lender's pro rata share (based on its Percentage Share ​ (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative an Agent (or any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative such Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Aggregate Commitments at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, ) or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.08(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share Applicable Percentage at such time) of sum such unpaid amount (including any such unpaid amount in respect of the aggregate unpaid principal amount of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender’s Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties Company for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s 's share of sum the Total Credit Exposure at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Lender's Applicable Percentages Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, provided further that, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clauses (a) or (b) of this Section 10.04 to be paid by them it to the Administrative Agent (or any sub-agent thereof) ), any L/C Issuer, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such L/C Issuer, or such Related Party, as the case may be, such Xxxxxx’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 sought)of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender’s share of sum of the aggregate unpaid principal amount of the Term Loans then outstanding), such payment to be made severally among them based on such Lenders’ Applicable Percentages Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought), provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), such 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), such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.11(c).

Reimbursement by Xxxxxxx. To the extent that the Loan Parties any Borrower for any reason fail fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by them to the Administrative Agent (or any sub-agent thereof) ), any Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) ), such Swing Line Lender or such Related Party, as the case may be, such XxxxxxLender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Total Credit Exposures of the aggregate all Lenders at such time) of such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages 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-agent), ) or a 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), ) or a 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 Loan Parties Borrower for any reason fail fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by them it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Xxxxxx’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) sought based on each Lender’s share of sum the Outstanding Amount at such time) of the aggregate such unpaid principal amount (including any such unpaid amount in respect of the Term Loans then outstandinga claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentages Loan Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount, provided, further that, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), ) 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), ) in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.13(d).