Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing 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 Lender or 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 Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent, the Swingline Lender 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), the Issuing LenderCollateral Agent (or any sub-agent thereof), the Swingline Lender Issuing Bank 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), the Issuing Lender or the Swingline Lender 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 Collateral Agent (or any sub-agent thereof), the Issuing Lender or the Swingline Lender Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Bank shall not include losses incurred by the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of 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 Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the such Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), the Issuing 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 Lender or 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 Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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 such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit aggregate Maximum Exposure Amount 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 Administrative Agent, Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders of the applicable Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought as set forth in this paragraph above); , 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), the such Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cf) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.5(e).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 13.2. or (b) of this Section 13.10. to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, the Swingline Lender ) or such Related Party, as the case may be, such Lender’s pro rata share respective 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that 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 Issuing 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 Lender or the Swingline Lender ) in connection with such capacity. The obligations agreements in this Section 12.6. shall survive the payment of the Lenders Loans and all other amounts payable hereunder or under the other Loan Documents and the termination of this paragraph (c) are subject Agreement. If the Borrowers shall reimburse the Administrative Agent for any such unreimbursed expense or indemnity payment following payment by any Lender to the provisions Administrative Agent in respect of Sections 2.1such unreimbursed expense or indemnity payment pursuant to this Section 12.6., 2.4 and 2.20(e)the Administrative Agent shall share such reimbursement on a ratable basis with each Lender making any such payment.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails to indefeasibly to pay any amount required under paragraph (aSections 10.12(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), including in its capacity as the Issuing Lendermaker of Swing Loans hereunder, the Swingline Lender 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), the Issuing LenderL/C Issuers, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender L/C Issuers or the Swingline Lender Administrative Agent in its capacity as the maker of the Swing Loans solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made amounts severally among them based on such Revolving Lenders’ Revolving Percentage their Percentages (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), the Issuing Lender ) or the Swingline Lender an 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 Lender ) or the Swingline Lender an L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 10.12(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Sections 2.1participations, 2.4 indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and 2.20(e)the other Loan Documents.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Lender 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), the such Issuing Lender, the Swingline Lender Bank 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 Total aggregate principal amount of the Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline Lender Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (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), the such Issuing Lender or the Swingline Lender 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 ) or such Issuing Lender or the Swingline Lender Bank 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(eSection 2.02(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing LenderL/C Issuer, the Swingline 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 Issuing LenderL/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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender 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 Lender L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative any Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing Lendereach 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 Total total credit exposure under the Facilities and Incremental Facilities, this Agreement and under the Mission Credit Exposure Agreement and Mission Loan Documents 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the Issuing Lender an 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 such Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Each Lender severally agrees to pay indemnify the Agent and each Issuing Bank (in each case, to the Administrative extent not promptly reimbursed by the Company) from and against such Lender’s ratable share of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including the fees, charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted against the Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related PartyBank, as the case may be, such Lender’s pro rata share (determined as in any way relating to or arising out of this Agreement or the time Notes or any action taken or omitted by the Agent or any Issuing Bank under this Agreement or the Notes; provided, however, that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) no Lender shall be liable for any portion of such unpaid amount (including losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or expenses resulting from the Agent’s or such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction, nor shall any such unpaid amount in respect of a Lender be liable to the extent that any claim asserted by such Lender); provided that with respect to such unpaid amounts owed any Special Letter of Credit under this section relates to an event arising on or after the Participation Cut-Off Date. Without limitation of the foregoing, each Lender agrees to reimburse the Agent and each Issuing Bank for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Company under Section 9.04(a), to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time extent that the applicable unreimbursed expense Agent or indemnity payment such Issuing Bank is sought); provided further, that not promptly reimbursed for such costs and expenses by 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 Issuing 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 Lender or 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)Company.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (aSection 10.2 or Section 10.3(a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), the Issuing LenderBank, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing LenderBank, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that provided, with respect to such unpaid amounts owed to the Issuing Lender Bank or the Swingline Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 an Agent (or any such sub-agent), the Issuing Lender Bank 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 such Agent (or any such sub-agent), the Issuing Lender Bank or any the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 10.3(b) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 10.12.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clauses (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), the Issuing LenderBank, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swingline Lender 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), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Bank shall not include losses incurred by the Swingline Lender or the Issuing Bank 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 Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Borrowers or any other Loan Party pursuant to any other Loan Document for any reason fails fail indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), the Issuing 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 Lender or 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 Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), the Issuing 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 Lender or 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 Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the Swingline 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), the Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable 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), the Issuing Lender such 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 Lender such L/C Issuer or the Swingline any such Swing Line 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)Section 10.18.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure 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 Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing 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 Lender or 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 Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender any 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 agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); 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), the Issuing Lender ) or the Swingline Lender 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), the Issuing Lender ) or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the an Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total Credit Exposure 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 an Issuing Lender or the Swingline Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (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), the an Issuing 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 an Issuing Lender or the Swingline Swing Line 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 Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total Credit Exposure 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 Lender or the Swingline Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (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), the such Issuing 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 such Issuing Lender or the Swingline Swing Line 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 Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line 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), the such Issuing LenderBank, the Swingline Lender Swing Line Bank 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 Total aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Ratable Share (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), the such Issuing Lender 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), such Issuing Bank or any the Issuing Lender or 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 Sections 2.1, 2.4 and 2.20(eSection 2.02(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), the Issuing LenderBank, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swingline Lender 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), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Bank shall not include losses incurred by the Swingline Lender or the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations in 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 Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section or Section 2.22(e) to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Syndication Agent, the L/C Issuer, the Swing Line Lender, the Swingline Lender any Arranger or any Related Party of any of the foregoingforegoing (and without limiting the obligation of the Borrowers to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Syndication Agent, the L/C Issuer, the Swing Line Lender, the Swingline Lender such Arranger 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 Total Credit Exposure at such time) Applicable Percentage 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that 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 Issuing Syndication Agent, the L/C Issuer, the Swing Line Lender or the Swingline Lender any Arranger 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 Syndication Agent, the L/C Issuer, the Swing Line Lender or the Swingline Lender any Arranger in connection with such capacity; provided further that only the Revolving Lenders shall be obligated to indemnify the L/C Issuer and Swing Line Lender hereunder. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.14(d).

Reimbursement by Lenders. To the extent that the Borrower any Borrowers or Guarantors for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent Agents (or any sub-agent thereof), the Collateral Agents, the Issuing LenderBank, the Swingline Lender Lenders or any Related Party of any of the foregoing, each applicable Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agents (or any sub-agent thereof), the Issuing LenderBank, the Swingline Lender Lenders 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender Collateral Agents (or any sub-agent thereof), the Swingline Lenders or the Swingline Lender 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), the Issuing Lender Collateral Agents (or any sub-agent thereof), the Swingline Lender Lenders or Issuing Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any Issuing Lender, the Bank or any Swingline Lender or any Related Party of any the foregoing under paragraph (a) or (b) of this Section or to the extent that the fees, costs and expenses of the foregoingIndependent Valuation Provider incurred pursuant to Section 5.12(d) or the fees, costs and expenses incurred in accordance with Section 5.06(b) exceed the IVP Supplemental Cap for any 12-month period, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Collateral Agent, such Issuing Lender, the Bank or 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; 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 Lender 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 Collateral Agent, any such Issuing Lender Bank or the any such 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 Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 10.08.1 or (b) of this Section 10.08.2 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderBank, the any Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees promises to pay to the Administrative Agent (or any such sub-agent), the Issuing LenderBank, 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 Lender Bank or the Swingline Lender solely in its capacity as such, only the holders of Revolving Lenders Credit Loans 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), the such Issuing Lender 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 Lender 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 Sections 2.1, 2.4 and 2.20(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), each of the Issuing LenderJoint Lead Arrangers, the Swingline Lender 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), each of the Issuing LenderJoint Lead Arrangers, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), either of the Issuing Joint Lead Arrangers, the Swing Line 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 applicable Joint Lead Arranger, the Swing Line Lender or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.5 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Swingline 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 Swingline Lender or the Swingline Issuing Lender in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Lender shall not include losses incurred by the Swingline Lender or the Issuing Lender due to one or more Lenders defaulting in their obligations to purchase participations of Swingline Exposure under Section 2.7 or Revolving L/C Exposure under Section 3.4 or to make Revolving Loans under Section 3.4 (it being understood that this proviso shall not affect the Swingline Lender’s or the Issuing Lender’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.17. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the Total Revolving Extensions of Credit, outstanding Tranche B Term Loans and 2.20(e)unused Total Revolving Commitments and the Institutional L/C Exposure at the time.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lendereach L/C Issuer, the Swingline 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 Issuing Lendersuch 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 Total Credit Exposure at such time or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last time at which any Lender had a Total Credit Exposure) 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, in the event that no Lender shall have any Total Credit Exposure at such time, as of the last time at which any Lender had a Total Credit Exposure); , 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), the Issuing Lender 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 Lender such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Each Lender severally agrees to pay to indemnify the Administrative Agent and each sub-agent thereof (in each case, to the extent not promptly reimbursed by the Borrower) from and against such Lender’s Applicable Percentage of any and all losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements and expenses, joint or several, of any kind or nature (including the fees, charges and disbursements of any advisor or counsel for such Person that may be imposed on, incurred by, or asserted against the Administrative Agent or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share (determined as in any way relating to or arising out of the time that the applicable unreimbursed expense Loan Documents or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted action taken or omitted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 under the Loan Documents; provided, the Issuing however, that no Lender shall be liable for any portion of such losses, claims, damages, liabilities, obligations, penalties, actions, judgments, suits, costs, disbursements or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for expenses resulting from the Administrative Agent (Agent’s or any such sub-agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender agrees to reimburse the Administrative Agent and each sub-agent thereof for its Applicable Percentage of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 10.04(a), the Issuing Lender or 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 extent that the Administrative Agent or such sub-agent is not promptly reimbursed for such costs and 2.20(e)expenses by the Borrower.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), the Issuing LenderBank, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swingline Lender 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), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Bank shall not include losses incurred by the Swingline Lender or the Issuing Bank 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 Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required to be paid by it to the Co-Administrative Agents, the Issuing Banks or the LC Collateral Agent under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoingSection, each LC Lender severally agrees to pay to the Co-Administrative Agent (or any such sub-agent)Agents, the Issuing Lender, Banks or the Swingline Lender or such Related PartyLC Collateral Agent, as the case may beapplicable, such LC 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 ratable share of the Total Credit LC Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; 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 Co-Administrative Agent (or any such sub-agent)Agents, the Issuing Lender Banks or the Swingline Lender LC Collateral Agent in its their capacity as such. To the extent that the Borrower fails to pay any amount required to be paid by it to the Revolving Loan Administrative Agent or the Revolving Loan Collateral Agent under paragraph (a) or (b) of this Section, each Revolving Loan Lender agrees to pay to the Revolving Loan Administrative Agent or against any Related Party of any the Revolving Loan Collateral Agent, as applicable, such Revolving Loan Lender’s ratable share of the foregoing acting for Revolving Loan Obligations (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 Revolving Loan Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender Revolving Loan Collateral Agent 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)their capacity as such.

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure Facilities 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 Lender or the Swingline Lender solely in its capacity as suchsuch (or any Related Party of the Issuing Lender acting for such Issuing Lender), only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) and provided further, that the unreimbursed expense or ​ 123 ​ ​ 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 Issuing 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), ) or the Issuing Lender or 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 Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section 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 Lender, the Swingline Lender L/C Issuer or any a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, 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 Total Revolving Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing 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 Lender ) or 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 paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderArranger, the Swingline 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, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing 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 Lender ) or the Swingline Lender in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender shall not include losses incurred by the Swingline Lender due to one or more Lenders defaulting in their obligations to purchase participations of Swingline Exposure under Section 2.16(d) (it being understood that this proviso shall not affect the Swingline Lender’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.13. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required to be paid by it to an Agent, an Issuing Lender or the Swingline Lender under paragraph (a) or (b) of this Section to be paid by it to (but without affecting the Administrative Agent (or any sub-agent thereofBorrower’s obligations with respect thereto), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (such Agent, such Issuing Lender or any such sub-agent), the Issuing Lender, the Swingline Lender or such Related PartyLender, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; 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, the such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of . To the foregoing acting for the Administrative Agent (or extent that following any such sub-agent)payment by the Lenders the Borrower subsequently reimburses any amounts received by an Agent, the an Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under pursuant to this paragraph (c) are subject ), such Agent or such Issuing Lender or Swingline Lender, as applicable, shall reimburse each Lender in an amount equal to its Applicable Percentage of the provisions of Sections 2.1, 2.4 and 2.20(e)amount reimbursed by the Borrower.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or or, in any case, any sub-agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or any such sub-agent), the such Issuing Lender, the Swingline Lender Bank 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that that, with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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, the Collateral Agent or the Mine Collateral Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, the Collateral Agent or the Mine Collateral Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.16(e).

Reimbursement by Lenders. To the extent that (i) the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lenderany Issuer, the Swingline any 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 agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); 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-agentsub‑agent), the Issuing Lender such 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-agentsub‑agent), the Issuing Lender such Issuer or the Swingline any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 11.10.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line 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), the such Issuing LenderBank, the Swingline Lender Swing Line Bank 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 Total aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them the Lenders based on such Revolving Lenders’ Revolving Percentage their respective Ratable Shares (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), the such Issuing Lender 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), such Issuing Bank or any the Issuing Lender or 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 Sections 2.1, 2.4 and 2.20(eSection 2.02(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender 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), the Issuing Lender, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, 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 Issuing Lender ) or the Swingline Lender 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), the Issuing Lender ) or the Swingline Lender such L/C Issuer in connection with such capacity; provided, further, that no Non-Extending Lender shall be obligated to reimburse the Administrative Agent (or any sub-agent thereof), any L/C Issuer or any Related Party of any of the foregoing for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever which relate to matters subsequent to the termination of such Lender's Non-Extended Commitment and repayment of all Obligations to such Non-Extending Lender (for the avoidance of doubt, such Non-Extending Lenders shall remain liable for any claims which related to a period during which they were a "Lender" hereunder, even if first asserted after the termination of such Non-Extending Lender's Commitment and repayment of all Obligations to such Non-Extending Lender). The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Swing Lender, the Swingline Lender 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 agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Swing 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 Total Credit Aggregate Exposure 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 Swing Lender or the Swingline Lender L/C Issuer solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), the Issuing 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 Swing Lender or 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 2.1, 2.4 and 2.20(e2.17(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), the Issuing Lender) any L/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the Issuing Lendera L/C Issuer, 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 such Lender’s Commitments and share of the Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Revolving Lenders’ Revolving Percentage Lender’s 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 the Collateral Agent, as the case may be (or any such sub-agent), the Issuing Lender 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 the Collateral Agent, as the case may be (or any such sub-agent), the Issuing Lender any L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total unused Commitments, the aggregate principal amount of outstanding Revolving Credit Exposure Loans and such Lender’s participation in L/C Obligations and Swingline Loans and the Outstanding Amount of all Term 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Lender’s Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the each Issuing 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 each Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 4.4(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderL/C Issuer, the Swingline 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 Issuing LenderL/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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender ) 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 Lender L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Swing Loan 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 such Issuing Lender, the Swingline such Swing Loan 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 Total Credit Exposure 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 Lender or the Swingline Swing Loan Lender solely in its capacity as such, only the Lenders with Revolving Lenders Credit Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (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), the agent),the Issuing Lender or the Swingline Swing 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 Lender or the Swingline Swing Loan 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)Section 2.2 [Nature of Lenders’ Obligations with Respect to Revolving Credit Loans].

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it the Borrower to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Lender or any Related Party Affiliates of any of the foregoing, each Lender (or, with respect to such unpaid amounts required to be paid to the Issuing Lender only, each Lender with a Revolving Loan Commitment or outstanding Revolving Loans) severally agrees to pay to the Administrative Agent (or any such sub-agent), the such Issuing Lender, the Swingline Lender or such Related PartyAffiliates, as the case may be, such Lender’s pro rata share “percentage” (as used in determining the Required Lenders (determined as if there were no Defaulting Lenders) and, in the case of reimbursements by the time Lenders with Revolving Loan Commitments or outstanding Revolving Loans, assuming that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure at such timeall outstanding Term Loans have been repaid in full and all existing Incremental Term Loan Commitments (if any) have been terminated) 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 ) or such Issuing Lender or the Swingline Lender in its respective capacity as such, or against any Related Party Affiliate of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the ) or such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)shall be several.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly to pay any amount required to be paid by it to the Administrative Agent, the Collateral Agent, the Issuing Lender or any Related Party of any of the foregoing, under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoingSection, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent)Agent, the Collateral Agent, the Issuing Lender, 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 Total sum of (i) the aggregate unpaid principal amount of the Term Loans then outstanding (or, if any such Term Loans have not yet been funded, the total Term Commitments then in effect) and (ii) the total Revolving Commitments then in effect or, if the Revolving Commitments have been terminated, the total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that the any such unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent)Agent, the Collateral Agent, the Issuing 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, Collateral Agent (or any such sub-agent), the Issuing Lender or 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 Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) Section 9.04 or (b) of this Section 9.05 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage 's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, provided 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 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 Issuing Lender or the Swingline Lender in connection with such capacity. The obligations failure of any Lender to pay its Pro Rata Share of such unpaid amounts shall not relieve any other Lender of its obligation, if any, to pay its respective share of such unpaid amounts. No Lender shall be responsible for the Lenders failure of any other Lender to comply with this Section. All amounts due under this paragraph (c) are subject to the provisions of Sections 2.1Section 9.06 shall be payable within ten Business Days after demand therefor. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, 2.4 and 2.20(e).THE RESIGNATION OF THE ISSUING LENDER, THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the (i) Revolver Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender L/C Issuer or any Related Party of any of the foregoing, each Revolving Credit Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender L/C Issuer or such Related Party, as the case may be, such Revolving Credit Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Revolving Credit Lender’s share of the Total Revolving Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Revolving Credit Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) or (ii) Term Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof) or any Related Party of any of the foregoing, each Term A Lender severally agrees to pay to the Administrative Agent (or any such sub-agent) or such Related Party, as the case may be, such Term A Lender’s pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Term A Lender’s share of the Total Credit Exposure relating to the Term A Loans at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Term A Lender), such payment to be made severally among them based on such Term A Lenders’ Applicable 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), the Issuing 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 Lender ) or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 5.07(a) or (b) of this Section 5.08 to be paid by it to the Administrative Agent (or any sub-agent Administrative Agent thereof), the Issuing Lender, the Swingline Lender ) or any Related Party of any Party, and without limitation of the foregoingobligations of the Borrower and such Related Parties to pay such amounts, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender Administrative Agent) 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 such Lender’s share percentage of the Total Credit Commitments, Loans and LC Exposure at such timeoutstanding) 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amountsprovided, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender or the Swingline Lender Administrative Agent) in its capacity as such, or against any Related Party of any of the foregoing Party, acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender Administrative Agent) in connection with such capacity. The obligations of the Lenders hereunder to make payments pursuant to this Section 5.07(d) are several and not joint. The failure of any Lender to make any payment under this paragraph (cSection 5.07(d) are subject 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 provisions failure of Sections 2.1, 2.4 and 2.20(eany other Lender to so make its payment under this Section 5.07(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly fail to pay any amount required under paragraph clause (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent (or any sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally 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 Issuing LenderCollateral Agent (or any such sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or such Related Party) to the Administrative Agent, the Collateral Agent, the Issuing Bank, the 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 or, if indemnification is sought after the Total Credit Exposure at date upon which all 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) the Issuing Lender or the Swingline Lender Bank in its capacity as such, the Swing Line Lender or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any sub-agent thereof) or the Swingline Lender Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Bank shall not include losses incurred by the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of 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 Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Lender 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), the such Issuing Lender, the Swingline Lender Bank 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 Total aggregate principal amount of the Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline Lender Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Ratable Share of the Revolving Percentage Credit Facility (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), the such Issuing Lender or the Swingline Lender 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 ) or such Issuing Lender or the Swingline Lender Bank 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(eSection 2.02(e).. 149

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly fail to pay any amount required under paragraph clause (a) or (b) of this Section 10.03 to be paid by 215 it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent (or any sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally 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 Issuing LenderCollateral Agent (or any such sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or such Related Party) to the Administrative Agent, the Collateral Agent, the Issuing Bank, the 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 or, if indemnification is sought after the Total Credit Exposure at date upon which all 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) the Issuing Lender or the Swingline Lender Bank in its capacity as such, the Swing Line Lender or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any sub-agent thereof) or the Swingline Lender Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Bank shall not include losses incurred by the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of 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 Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lender, the Swingline Lender any 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 agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lender, 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 Total outstanding Loans, interests in Letters of Credit Exposure and Unused Revolving Credit 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 Lender or the Swingline Lender any L/C Issuer solely in its capacity as such, only the Lenders party to the Revolving Lenders Credit shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the outstanding Loans, interests in Letters of Credit and Unused Revolving Credit Commitments at such time); 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-agentsub‑agent), the Issuing Lender or the Swingline Lender 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-agentsub‑agent), the Issuing Lender or the Swingline Lender such L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 12.3.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the 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 agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Exposure at such time); 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), the Issuing Lender such 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 Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lenderany L/C Issuer, the 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 agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); 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-agentsub‑agent), the Issuing Lender such 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-agentsub‑agent), the Issuing Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Collateral Agent 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, the Swingline Lender Collateral Agent (or any sub-agent thereof) 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender ) or the Swingline Lender Collateral Agent (or any sub-agent thereof) 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 Lender ) or the Swingline Lender Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.15. To the extent that the Borrowers fail to pay any amount required to be paid by them to any Issuing Bank under paragraph (a) or (b) of this Section 10.03 (but without affecting the Borrowers’ obligations thereunder), 2.4 each Revolving Lender severally agrees to pay to the applicable Issuing Bank such Revolving 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 such Issuing Bank in its capacity as such. For purposes of the immediately preceding sentence only, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Credit Exposures and 2.20(e)unused Revolving Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay in cash in full any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), Issuing LenderBank, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), Swingline Lender or the Swingline Lender 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), the Issuing Collateral Agent (or any sub-agent thereof), Swingline Lender or the Swingline Lender Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for Swingline Lender or Issuing Bank shall not include losses incurred by Swingline Lender or Issuing Bank 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 Swingline Lender’s or Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the any Swingline 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 such Issuing Lender, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the any Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the such Issuing 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 Lender or the such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (aSections 10.12(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Swing Line Lender, the Swingline Lender 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), the Issuing LenderL/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s pro rata share Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender L/C Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made amounts severally among them based on such Revolving Lenders’ Revolving Percentage their Revolver Percentages (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), the Issuing Swing Line Lender in its capacity as such, 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 Lender ) or the Swingline Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 10.12(c) are subject several and not joint. The Administrative Agent shall be entitled to offset amounts received for the account of a Lender under this Agreement against unpaid amounts due from such Lender to the provisions Administrative Agent hereunder (whether as fundings of Sections 2.1participations, 2.4 indemnities or otherwise), but shall not be entitled to offset against amounts owed to the Administrative Agent by any Lender arising outside of this Agreement and 2.20(e)the other Loan Documents.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof)Agent, the Issuing LenderSub-Agent, the Swingline Lender any Swing Line 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)Agent, the Issuing LenderSub-Agent, the Swingline Lender such Swing Line Bank 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any Swing Line Bank solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ pro rata share of the Tranche A Revolving Percentage Credit Commitment or Tranche B Revolving Credit Commitment, as appropriate (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)Agent, the Issuing Lender or the Swingline Lender Sub-Agent, such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, the Sub-Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender Swing Line Bank in connection with such capacity; provided, further, that no Lender shall be liable for any portion of such losses, claims, damages, liabilities or related expenses to the extent they 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 the Agent, the Sub-Agent or such Swing Line Bank, as applicable. The obligations of the Lenders under this paragraph (c) are subject several, and the failure of any Lender to perform its obligations under this paragraph (c) shall not affect any other Lender’s obligations under this paragraph nor shall any Lender be responsible for the provisions failure of Sections 2.1, 2.4 and 2.20(e)any other Lender to perform its obligations under this paragraph.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), the Issuing LenderL/C Issuer, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the Issuing LenderL/C Issuer, 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 such Lender’s Commitments and share of the Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on each such Revolving Lenders’ Revolving Percentage Lender’s 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 the Collateral Agent, as the case may be,(or any such sub-agent), the Issuing Lender 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 the Collateral Agent, as the case may be (or any such sub-agent), the Issuing Lender L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total unused Revolving Credit Commitments and the Revolving Credit Exposure at such time, or if the unused Revolving Credit Commitments and the Revolving Credit Exposure has been reduced to zero, then based on such Lender’s share of the unused Revolving Credit Commitments and the Revolving 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the Issuing Lender or the Swingline Lender in its capacity as such, or against any 101 59442126_10 Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing LenderBank, the Swingline Lender Swing Line 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), the such Issuing LenderBank, the Swingline Lender Swing Line Bank 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 Total aggregate principal amount of all Advances and the Available Amount of all outstanding Letters of Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender Bank or the Swingline Lender Swing Line Bank solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Ratable Share (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), the such Issuing Lender 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), such Issuing Bank or any the Issuing Lender or 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 Sections 2.1Section 2.02(f). The failure of any Lender to reimburse the Agent, 2.4 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 Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and 2.20(e)all other amounts payable hereunder.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative any Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the Swingline Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative such Agent (or any such sub-agent), the Issuing Lendereach L/C Issuer, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s '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 Total total credit exposure under the Facilities and Incremental Facilities, this Agreement and under the Mission Credit Exposure Agreement and Mission Loan Documents 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving ' Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the Issuing Lender an 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 such Agent (or any such sub-agent), the Issuing Lender such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lenderany L/C Issuer, the Swingline any 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 agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lendersuch 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 Percentage share of the Total Credit Exposure aggregate Credits 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 Lender any L/C Issuer or the Swingline Swing Line Lender solely in its capacity as such, only the Lenders party to the relevant Revolving Lenders Credit shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s Percentage share of the relevant Revolving Credit at such time); 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-agentsub‑agent), the Issuing Lender such 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-agentsub‑agent), the Issuing Lender such L/C Issuer or the Swingline any such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 11.15.

Reimbursement by Lenders. To the extent that the Borrower a Credit Party for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent in such capacity (or any sub-agent thereof), the Issuing LenderAffiliates of the Administrative Agent (to the extent such Affiliates are acting for the Administrative Agent in such capacity), the Swingline Lender or any other Related Party of any Parties of the foregoingAdministrative Agent (pursuant to the express authorization of, or by express delegation from the Administrative Agent in connection with its duties as Administrative Agent) in connection with this Agreement, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender any such Affiliate or any 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further) of such unpaid amount, so long as that 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), any such Affiliate or any such Related Party; provided, however, that with respect to Indemnified Liabilities arising in connection with an Allocated Letter of Credit, the Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any obligation of the foregoing acting for Lenders under this Section 10.4(c) shall be limited to only those Indemnified Liabilities which are directly allocable to the Allocated Share thereof. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.08(c). Notwithstanding the foregoing, (a) no Lender shall be obligated to reimburse or indemnify the Administrative Agent (or any such sub-agent), the Issuing Lender any such Affiliate or the Swingline Lender any such Related Party in connection with such capacity. The obligations respect of the Lenders under this paragraph transactions contemplated by Section 10.17 resulting from a Deposit Account Interest Non-Payment Event, and (cb) are subject no Lender shall be obligated to reimburse or indemnify BAS or to reimburse or indemnify the provisions of Sections 2.1, 2.4 and 2.20(eL/C Issuers (other than from the Credit-Linked Deposits as provided in Section 2.01(c)).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay in cash any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, each Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), each Issuing LenderBank, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided furtherprovided, that (i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or each 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), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or any Issuing Bank shall not include losses incurred by the Swingline Lender or any Issuing Bank 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 any Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (cSection 10.03(c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the applicable Issuing Lender, the Swingline 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 applicable Issuing Lender, 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 Total Revolving Credit Exposure at such time, or if the Revolving Credit Exposure has been reduced to zero, then based on such Lender’s share of the Revolving 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Revolving Credit Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), subagent) or the applicable Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Collateral Agent 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, the Swingline Lender Collateral Agent (or any sub-agent thereof) 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender ) or the Swingline Lender Collateral Agent (or any sub-agent thereof) 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 Lender ) or the Swingline Lender Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the outstanding Loans and 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Parent and the Borrower for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the Swingline 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 Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought)) of such unpaid amount; 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 Issuing Lender 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 Lender such L/C Issuer or the Swingline Swing Line Lender in connection with such capacity. To the extent any L/C Issuer or the Swing Line Lender is entitled to indemnification under this Section solely in its capacity and role as L/C Issuer or as the Swing Line Lender, as applicable, only the Revolving Credit Lenders shall be required to indemnify such L/C Issuer or the Swing Line Lender, as the case may be, in accordance with this Section 10.04(c) (determined as of the time that the applicable payment is sought based on each Revolving Credit Lender’s Revolving Credit Commitment at such time). The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure 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 that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing 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 Lender or the Swingline Lender ) in connection with such capacity. The obligations failure of any Lender to reimburse Agent promptly upon demand for its Pro Rata Share of any amount required to be paid by the Lenders under to Agent as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse Agent for its Pro Rata Share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse Agent for such other Lender’s Pro Rata Share of such amount. In the case of any investigation, litigation or proceeding giving rise to any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements to be indemnified pursuant to this paragraph (cAgreement, this ‎Section 14.3(c) are subject to the provisions of Sections 2.1applies whether any such investigation, 2.4 and 2.20(e)litigation or proceeding is brought by any Lender or any other Person.

Reimbursement by Lenders. To the extent that the Borrower any Credit Party for any reason fails to indefeasibly to pay any amount required under paragraph (aSection 14.3(a) or (bSection 14.3(b) of this Section to be paid by it to the Administrative Agent (or any sub-agent sub‑agent thereof), the Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agentsub‑agent), the Issuing Lender, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); ): provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided 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-agentsub‑agent), the Issuing 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-agentsub‑agent), the Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (cSection 14.3(c) are subject to the provisions of Sections 2.1Section 5.7. Notwithstanding anything to the contrary contained herein, 2.4 and 2.20(e)no payment made by any Lender under this Section 14.3(c) shall be deemed to modify, reduce, release or otherwise affect the obligations of any Credit Party hereunder.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof)Agent, the Issuing LenderSub-Agent, the Swingline Lender any Swing Line 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)Agent, the Issuing LenderSub-Agent, the Swingline Lender such Swing Line Bank 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender any Swing Line Bank solely in its capacity as such, only the Revolving Appropriate Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Appropriate Lenders’ pro rata share of the Tranche A Revolving Percentage Credit Commitment or Tranche B Revolving Credit Commitment, as appropriate (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)Agent, the Issuing Lender or the Swingline Lender Sub-Agent, such Swing Line Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, the Sub-Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender Swing Line Bank in connection with such capacity; provided, further, that no Lender shall be liable for any portion of such losses, claims, damages, liabilities or related expenses to the extent they 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 the Agent, the Sub-Agent or such Swing Line Bank, as applicable. The obligations of the Lenders under this paragraph (c) are subject several, and the failure of any Lender to perform its obligations under this paragraph (c) shall not affect any other Lender’s obligations under this paragraph nor shall any Lender be responsible for the provisions failure of Sections 2.1, 2.4 and 2.20(e)any other Lender to perform its obligations under this paragraph.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) Section 11.3 or (b) of this Section 11.11 to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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 Issuing Lender, the Swingline Swing Line Lender or such Related Party, as the case may be, such Lender’s pro rata share Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing 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 Lender Lending or the Swingline Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) Section are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 11.4.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the any Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the such Administrative Agent (or any such sub-agent), the such Issuing Lender, 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 Total Credit aggregate Maximum Exposure Amount 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 Administrative Agent, Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders of the applicable Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 such Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the such Administrative Agent (or any such sub-agent), the such Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (cf) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.6(e).

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any of them to the Administrative Agent (or any sub-agent thereof), the Issuing Lenderany L/C Issuer, the 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 agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lendersuch 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender any L/C Issuer or the Swingline Lender solely in its capacity as such, only the Lenders party to the Revolving Lenders Facility shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each such Lender’s share of the Revolving Credit Exposure at such time); 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), the Issuing Lender such 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 Lender such L/C Issuer or the any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 13.15.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) Section 9.04 or (b) of this Section 9.05 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender ) 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), the Issuing Lender, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage 's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, provided 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 Issuing Lender or the Swingline Lender ) in its capacity as such, or against any Related Party of any of the foregoing Administrative Agent acting for the Administrative Agent (or any such sub-agent), the Issuing Lender or the Swingline Lender ) in connection with such capacity. The obligations failure of any Lender to pay its Pro Rata Share of such unpaid amounts shall not relieve any other Lender of its obligation, if any, to pay its respective share of such unpaid amounts. No Lender shall be responsible for the Lenders failure of any other Lender to comply with this Section. All amounts due under this paragraph (c) are subject to the provisions of Sections 2.1Section 9.06 shall be payable within ten Business Days after demand therefor. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, 2.4 and 2.20(e).THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 9.04 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent, the Issuing Bank, any Swingline 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 Collateral Agent, the Issuing LenderBank, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender Bank or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made amounts severally among them based on such Revolving Lenders’ Revolving Applicable Commitment 138 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), the Collateral Agent, the Issuing Lender 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, the Issuing Lender Bank or 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 Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the LC Issuing Lender, the Swingline 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 LC Issuing Lender, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the LC Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Applicable Revolving Credit Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the aggregate Revolving Credit Commitments have been reduced to zero as of such time, determined immediately prior to such reduction); and 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), the LC Issuing 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 LC Issuing Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total Revolving Credit Exposure Outstandings 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 such Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Credit Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Credit Lenders’ Revolving 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), the Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 13.3 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender any LC Issuer 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), the Issuing Lendersuch LC Issuer, 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 Total Credit Exposure Commitment 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 Issuing Lender or the Swingline Lender any LC Issuer solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Lender’s Revolving 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 Issuing Lender or the Swingline Lender such LC 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 Lender or the Swingline Lender such LC Issuer in connection with such capacity. If any indemnity furnished to Agent for any purpose shall, in the opinion of Agent, be insufficient or become impaired, Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against even if so directed by Required Lenders until such additional indemnity is furnished. The obligations of the Lenders under this paragraph (cb) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 3.5(d).

Reimbursement by Lenders. To the extent that the Borrower any Loan Party for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Collateral Agent (or any sub-agent thereof) or any Receiver or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender Collateral Agent (or any such 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 Lender 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 Sections 2.1Section 2.14(g). For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum 1160381.015-CHISR02A - MSW of the total outstanding Term Loans and 2.20(eunused 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 Lenders. To the extent that the Borrower Borrowers for any reason fails indefeasibly fail to pay any amount required under paragraph clause (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing LenderCollateral Agent (or any sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally 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 Issuing LenderCollateral Agent (or any such sub-agent thereof), the Swingline Issuing Bank, the Swing Line Lender or such Related Party) to the Administrative Agent, the Collateral Agent, the Issuing Bank, the 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 or, if indemnification is sought after the Total Credit Exposure at date upon which all 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof) the Issuing Lender or the Swingline Lender Bank in its capacity as such, the Swing Line Lender or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Issuing Lender Collateral Agent (or any sub-agent thereof) or the Swingline Lender Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Issuing Bank shall not include losses incurred by the Issuing Bank due to one or more Lenders defaulting in their obligations to purchase participations of 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 Issuing Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it them to the Administrative Agent and Collateral Agent (or any sub-agent thereof), the Issuing Swing Line Lender, the Swingline Lender Issuing Banks or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent and Collateral Agent (or any such sub-agent), the Issuing Swing Line Lender, the Swingline Lender Issuing Banks or such Related Party, as the case may be, such Lender’s pro rata share (based on the Total Exposure of such Lender at such time and determined as of the time that the applicable unreimbursed expense or indemnity payment is sought based on each Lender’s share of the Total Credit Exposure 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 any Issuing Lender Bank or the Swingline Swing Line Lender solely in its capacity as such, only the Lenders with Revolving Lenders Exposure or Revolving Commitments shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable 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 Agents (or any such sub-agent), or the Issuing Lender Banks 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 and Collateral Agent (or any such sub-agentagent thereof), the Swing Line Lender, the Issuing Lender Banks or the Swingline Lender any Related Party 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).Section 10.12. 119

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the any Issuing Lender, the Swingline 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 such Issuing Lender, 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 Total Credit Exposure at such time, or if the Total Credit Exposure has been reduced to zero, then based on such Lender’s share of the Total Credit Exposure immediately prior to such reduction) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the any Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought or, if the Commitment has been reduced to zero as of such time, determined immediately prior to such reduction); 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), the such Issuing 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 Lender or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e)Section 5.7.

Reimbursement by Lenders. To the extent that (i) the Borrower Loan Parties for any reason fails fail to indefeasibly to pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them, 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 Lender, the Swingline Lender L/C Issuer or any a Related Party of any of the foregoingin connection therewith, then, in each case, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, 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 Total Revolving Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing 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 Lender ) or 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 or willful misconduct of such Administrative Agent, L/C Issuer or Related Party. The obligations of the Lenders under this paragraph subsection (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(eSection 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) Section 9.04 or (b) of this Section 9.05 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, 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 or the Swingline HOUSTON\2059604 -83- 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 Issuing Lender or the Swingline Lender in connection with such capacity. The obligations failure of any Lender to pay its Pro Rata Share of such unpaid amounts shall not relieve any other Lender of its obligation, if any, to pay its respective share of such unpaid amounts. No Lender shall be responsible for the Lenders failure of any other Lender to comply with this Section. All amounts due under this paragraph (c) are subject to the provisions of Sections 2.1Section 9.06 shall be payable within ten Business Days after demand therefor. THE AGREEMENTS IN THIS SECTION SHALL SURVIVE THE RESIGNATION OF THE ADMINISTRATIVE AGENT, 2.4 and 2.20(e).THE RESIGNATION OF THE ISSUING LENDER, THE REPLACEMENT OF ANY LENDER, THE TERMINATION OF THE COMMITMENTS AND THE REPAYMENT, SATISFACTION OR DISCHARGE OF ALL THE OTHER OBLIGATIONS

Reimbursement by Lenders. To the extent that the Borrower any Loan Party for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 11.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline Lender Escrow Agent or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub-agent), the Issuing Lender, the Swingline Lender Escrow Agent 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 Total Credit Exposure 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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 Issuing Lender ) or the Swingline Lender Escrow 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), the Issuing Lender ) or the Swingline Lender Escrow Agent in connection with such capacity. The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14(g). For purposes hereof, 2.4 a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Term Loans and 2.20(eunused 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, or, if the Term Loans were never funded to the Borrower, based on its share of the Term Loan Commitments immediately prior to such termination).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section 10.03 to be paid by it to the Administrative Agent (or any sub-agent thereof), the Collateral Agent, the Issuing LenderBank, the Swingline 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 Collateral Agent (or any sub-agent thereof), the Issuing LenderBank, 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 Total Credit Exposure at such timesought) of such unpaid amount (including any such unpaid amount in respect of a claim indemnity shall be 156 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 Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); provided further, that i) the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Issuing Collateral Agent (or any sub-agent thereof), the Swingline Lender or the Swingline Lender 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), the Issuing Lender Collateral Agent (or any sub-agent thereof), the Swingline Lender or Issuing Bank in connection with such capacitycapacity and (ii) such indemnity for the Swingline Lender or the Issuing Bank shall not include losses incurred by the Swingline Lender or the Issuing Bank 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 Bank’s rights against any Defaulting Lender). The obligations of the Lenders under this paragraph (c) are subject to the provisions of Sections 2.1Section 2.14. For purposes hereof, 2.4 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 2.20(e)unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower or any other Loan Party pursuant to any other Loan Document for any reason fails indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub-agent thereof), the Issuing Lender, the Swingline 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, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided provided, that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving 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), ) or the Issuing 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), ) or the Issuing Lender or 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 Lenders. To the extent that the a Borrower for any reason fails to indefeasibly to pay any amount required under paragraph (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub-agent thereof), the an Issuing LenderBank, the Swingline a Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Applicable Administrative Agent (or any such sub-agent), the Applicable Issuing LenderBank, 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 Total Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that with respect to such unpaid amounts owed to the Issuing Lender or the Swingline Lender solely in its capacity as such, only the Revolving Lenders shall be required to pay such unpaid amounts, such payment to be made severally among them based on such Revolving Lenders’ Revolving Applicable Pro Rata Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought); ) of such unpaid amount, 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 Applicable Administrative Agent (or any such sub-agent), the Applicable Issuing Lender 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 Lender Bank or the Swingline Applicable Swing Line Lender in connection with such capacity. (d) The obligations provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the Lenders 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 paragraph (c) are subject to the provisions of Sections 2.1, 2.4 and 2.20(e).Section 9.05 shall be payable on written demand therefor. SECTION 9.06