Common use of Reimbursement by Lenders Clause in Contracts

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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) or an Issuing Lender, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the If Borrower for any reason fails to indefeasibly pay when due any amount that it is required to pay under paragraph (aSection 10.04(a) or (bSection 10.04(b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing ), Swing Line 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‑agentsub-agent), such Issuing Lender Swing Line Lender, L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable pro rata share (based on its Percentage Shares (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), Swing Line Lender, L/C Issuer or such 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) sub-agent), Swing Line Lender or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.14(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender, or any Related Party of any of the foregoingAdministrative Agent but without affecting the Borrower’s reimbursement obligations hereunder, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing Lender sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.10(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Agent-Related Party Person of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Agent-Related PartyPerson, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Agent-Related Party Person of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing ), the Arrangers, the Swing Line Lender, the 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‑agentsub-agent), such Issuing Lender the Arrangers, the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), any Arranger, the Swing Line Lender or such Issuing Lender the 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) sub-agent), the Swing Line Lender or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), such L/C Issuer or such Issuing 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‑agentsub-agent) or such Issuing Lender L/C Issuer or the Swing Line Lender, in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.04(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing ), a LC Issuer, 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), such Issuing Lender LC Issuer, the Swingline Lender, or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Swingline Lender, or such Issuing Lender a 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) sub-agent), the Swingline Lender, or such Issuing Lender LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.14(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in connection with such capacityits capacity as such. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party Affiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related PartyAffiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Related Party Affiliates and the partners, directors, officers, employees, agents and advisors and of such Affiliates of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph Section 11.04(c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers (and, with respect to the guarantees hereunder, the Parent Guarantor) for any reason fails fail to indefeasibly pay any amount required under paragraph (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub‑agent sub-agent thereof) or an any Issuing Lender, Bank 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), sub-agent) or such Issuing Lender Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agentsub-agent) or such Issuing Lender Bank 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‑agentsub-agent) or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligations.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (aSection 9.04 or Section 9.05(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (b) are several obligationssubject to the provisions of Section 2.11(f).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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) or an ), 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), such the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph Section 14.3(c) are several obligationssubject to the provisions of Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), 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) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Arrangers 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), such Issuing Lender the L/C Issuer, the Arrangers or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, however, that 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) sub-agent), the L/C Issuer or such Issuing Lender the Arrangers 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) sub-agent), the L/C Issuer or such Issuing Lender the Arrangers in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, a percentage of such unpaid amount equal to the sum of such Lender’s Revolver Applicable Percentage or Term Loan Applicable Percentage, or both as applicable (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoing, or the Administrative Agent incurs any expense pursuant to Section 6.03 that is not subject to reimbursement by the Company, but without affecting the Company’s obligation (if any) to make such payment, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage 's pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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‑agentsub-agent) or such Issuing Lender the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 2.14. For purposes hereof, a Lender's "pro rata share" shall be determined based upon its share of the sum of the total outstanding Loans at the time.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub agent thereof) or an Issuing Lender), each L/C Issuer, Arrangers 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), such Issuing Lender each L/C Issuer, Arrangers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub agent), Arrangers or such Issuing Lender any L/C Issuer in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent) sub agent), Arrangers or such Issuing Lender any L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing 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‑agentsub-agent), such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity; provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 10.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting the Borrower’s obligations to pay such amounts, each Lender severally agrees to pay to the Administrative such Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; amount (except unpaid amounts relating to upfront closing fees provided in the Fee Letters), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer 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‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph (a) Sections 12.3.1 [Costs and Expenses] or (b) of this Section 12.3.2 [Indemnification by the Borrowers] to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an ), the Issuing Lender, 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), such the Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, (A) was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender in connection with such capacity. The obligations ; and (B) was not determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of the Lenders under this paragraph are several obligationsAdministrative Agent, the Issuing Lender or any Related Party of any of the foregoing.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or ), an Issuing LC Issuer, 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), such Issuing Lender LC Issuer, the Swingline Lender, or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Swingline Lender, or such Issuing Lender an 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) sub-agent), the Swingline Lender, or such Issuing Lender LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender, or any Related Party of any of the foregoingforegoing (and without limiting its obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing Lender sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount; amount (including any such unpaid amount in respect of a claim asserted by such Lender), provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such 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‑agentsub-agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it to the Administrative Agent Agents (or any sub‑agent sub-agent thereof) or an ), the Issuing Lender, Swingline Lenders or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative each Agent (or any such sub‑agentsub-agent), such the Issuing Lender, each Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative an Agent (or any such sub‑agent) sub-agent), Issuing Lender or such Issuing Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing any 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‑agentsub-agent) or such Issuing L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under paragraph (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), such L/C Issuer or such Issuing 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) sub-agent), such L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph Section 11.04(c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under paragraph paragraphs (a) or (b) of this Section 10.03 to be paid by it to the Administrative Facility Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the Collateral Agent, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Facility Agent (or any such sub‑agentsub-agent), such Issuing Lender the Collateral Agent (or any sub-agent thereof) or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Facility Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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 Facility Agent (or any such sub‑agentsub-agent) or such Issuing Lender the Collateral Agent (or any sub-agent thereof) in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total outstanding Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), any Issuing Lender, the Arranger or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender Lender, the Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the aggregate Credit Exposures at such time, or if the Credit Exposures have been reduced to zero, then based on such Lender’s share of the Credit Exposures immediately prior to such reduction) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or sub-agent), such Issuing Lender or the 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) or sub-agent), such Issuing Lender or the Arranger in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing L/C Issuer, Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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 any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly 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 sub-agent thereof) or an ), the Issuing Lender, 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), such the Issuing Lender, Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), Issuing Lender or such Issuing Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the Company or any ------------------------- Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the -------- unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligations.subject to the provisions of Section 2.13(d). --------------- C722003.23 97

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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 any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or, the L/C Issuer or such Issuing 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) or, L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 2.122.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an ), the Issuing Lender, or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such the Issuing Lender Lender, or such Related Party, as the case may be, such Lender’s Applicable Percentage 's Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender's share of the Commitments at such time, or, if the Commitments have been terminated, such Lender's share of the aggregate outstanding amount of all Loans plus the Letter of Credit Exposure at such time) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such sub-agent), the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such the Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph (b) are several obligationssubject to the provisions of Section 2.12(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails Credit Parties fail to indefeasibly pay any amount required to be paid by them to either Agent under paragraph (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent thereof) or an Issuing Lender, or any Related Party of any of the foregoing10.03, each Lender severally agrees to pay to the Administrative such Agent (or any such sub‑agent), such Issuing Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agent) or such Issuing Lender in its capacity as such. To the extent that the Credit Parties 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, or against any Related Party of any each Revolving Credit Lender severally agrees to pay to such Issuing Bank such Lender's Applicable Percentage (determined as of the foregoing acting for time that the Administrative 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 Agent (or any such sub‑agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph are several obligationsits capacity as such.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), 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), such the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) Section 9.1 or (b) of this Section 9.2 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an ), the Issuing Lender, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such the Issuing Lender, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), the Issuing Lender or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing 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‑agentsub-agent), such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent), Syndication Agent (or any sub-agent), Documentation Agent (or any sub-agent) or such Issuing 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‑agentsub-agent), Syndication Agent (or any sub-agent), Documentation Agent (or any such sub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Cxxxxxxxx for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligations.subject to the provisions of Section 2.13(d). 139

Reimbursement by Lenders. To the extent that the Borrower for any reason fails indefeasibly to indefeasibly 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 sub-agent thereof) or an Issuing Lender), any L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting the Borrower’s continuing payment obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender an L/C Issuer in connection with such capacity; provided, further that the obligation to indemnify the L/C Issuer under this Section 10.04(c) shall be limited to Revolving Credit Lenders only. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage for all Loans (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing sub-agent), the L/C Issuer 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under paragraph Subsections 11.14.1 (aCosts and Expenses) or and 11.14.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or ), an Issuing 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), sub-agent) or any such Issuing Lender Bank or such any Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (including any such unpaid amount in respect of the claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such an Issuing 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‑agentsub-agent) or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph Subsection 11.14.3 are several obligationssubject to the provisions of Section 2.6 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the any Borrower or any other Credit Party for any reason fails to indefeasibly 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 sub-agent thereof) or an ), any Issuing 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‑agentsub-agent), such Issuing Lender Bank or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such any Issuing Lender Bank in its capacity CREDIT AGREEMENT AMONG CIT FINANCE LLC, THE LENDERS, BROADVIEW NETWORKS HOLDINGS, AND CERTAIN SUBSIDIARIES as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), the Issuing LenderBank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such the Issuing Bank, the Swing Line Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Swing Line Lender or such the Issuing 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) sub-agent), the Swing Line Lender or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 10.10.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoingforegoing but without affecting Borrower’s continuing reimbursement obligations with respect thereto, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or ), either Collateral Agent, an Issuing 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‑agentsub-agent), such Issuing Lender the applicable Collateral Agent, the applicable L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender sub-agent), the applicable Collateral Agent, the applicable 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) sub-agent), the applicable Collateral Agent or such Issuing Lender the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that Holdings or the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity; provided further that to the extent the L/C Issuer is entitled to indemnification pursuant to this Section 10(c), each Revolving Credit Lender severally agrees to pay such indemnification. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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 Credit Exposure at such time) of such unpaid amount (including any such unpaid amount in respect of a claim asserted by such Lender), such payment to be made severally among them based on such Lenders’ Applicable Percentage Percentages (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender sub-agent), the 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) or such Issuing Lender sub-agent), the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Company and the Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the LC Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage share of such unpaid amount in proportion to their respective Commitments (or, if the Commitments have been terminated in proportion to their Commitments immediately prior to such termination (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 of 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) or such Issuing Lender the 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‑agentsub-agent) or such Issuing Lender LC Issuer in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph (a) Section 15.7.1 or (b) of this Section 15.7.2 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing ), the Swing Line Lender, the 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‑agentsub-agent), such Issuing Lender the Swing Line Lender, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable 's Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, however, that 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) sub-agent), the Swing Line Lender or such Issuing Lender the 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) sub-agent), the Swing Line Lender or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph Section 15.7.3 are several obligationssubject to the provisions of Section 12.2.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an (other than fees payable to the Administrative Agent pursuant to the Administrative Agent’s Fee Letter and fronting fees payable to the Issuing LenderLender pursuant to 3.05(b)(ii)), the Issuing Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such the Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such the Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 3.13(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph (aSection 11.04(a) or (b) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), 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‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph Section 11.04(c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Swing Line Lender or such Issuing Lender the 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) sub-agent), the Swing Line Lender or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the Domestic 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‑agentsub-agent), such Issuing Lender the Domestic L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of Domestic L/C Obligations, Domestic Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender sub-agent), the Domestic 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) sub-agent), or such Issuing Lender the Domestic L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that (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‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity, (ii) the obligation to reimburse the L/C Issuer is limited to Revolving Lenders and (iii) payment by a Lender hereunder does not limit or reduce the Obligations of the Loan Parties that are unpaid. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing 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‑agentsub-agent), such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought, and calculated, solely for this purpose, on an aggregate basis across all Facilities then in effect) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), 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), such the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), the Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph (c) are several obligationssubject to the provisions of Section 2.12.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph Subsections 11.14.1 (aCosts and Expenses) or and 11.14.2 (bIndemnification by the Borrower) of this Section to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or ), an Issuing 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), sub-agent) or any such Issuing Lender Bank or such any Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amountamount (including any such unpaid amount in respect of the claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such an Issuing 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‑agentsub-agent) or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph Subsection 11.14.3 are several obligationssubject to the provisions of Section 2.6 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the applicable L/C Issuer, the applicable 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‑agentsub-agent), such Issuing the applicable L/C Issuer, the applicable Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), such L/C Issuer or such Issuing Swing Line Lender in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent) sub-agent), such L/C Issuer or such Issuing Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Timken for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoingforegoing (and without limiting the obligation of any of them), each Lender severally agrees to pay to the Administrative such Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative any Agent (or any such sub‑agentsubagent) or such Issuing the L/C Issuer or 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) sub-agent), L/C Issuer or such Issuing Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (b) are several obligationssubject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it 128 them to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoing, and without limiting the Borrower’s obligation to do so, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage of all of the Facilities (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), any L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Swing Line Lender or such Issuing Lender any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent) sub-agent, the Swing Line Lender or such Issuing Lender any L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subparagraph (a1) or (b2) of this Section Paragraph to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an ), the Issuing LenderBank, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such the Issuing Bank, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable 's Percentage Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such the Issuing 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) sub-agent), the Swing Line Lender or such Issuing Lender Bank in connection with such capacity. The obligations of the Lenders under this paragraph subparagraph (3) are several obligationssubject to the other provisions of this Agreement.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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 any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub- agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it the Borrowers to the Administrative Agent (or any sub‑agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that , provided, 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) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the Fronting L/C Issuer, the Several L/C Agent 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), such Issuing Lender the Fronting L/C Issuer, the Several L/C Agent or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender in its capacity as such, against the Fronting L/C Issuer or Several L/C Agent, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agent) sub-agent), the Fronting L/C Issuer or such Issuing Lender the Several L/C Agent in connection with such capacity. The obligations of the Lenders under this paragraph are several obligations.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided , PROVIDED that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, (i) was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender L/C Issuer in connection with such capacity, and (ii) did not arise solely as a result of the execution, delivery or performance of the Fee Letter. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of SECTION 2.12(D).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the Collateral Agent, the 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‑agentsub-agent), such Issuing Lender the Collateral Agent, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender sub-agent), the Collateral Agent, the 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) sub-agent), the Collateral Agent or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), 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‑agentsub-agent), such Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), any Issuing Lender or such Issuing 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) sub-agent), any Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 4.7.

Reimbursement by Lenders. To the extent that Holdings and the U.S. Borrower for any reason fails fail indefeasibly to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section 10.04 to be paid by it or them to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), any L/C Issuer or any Related Party of any of the foregoingforegoing (and without limiting their obligation to do so), each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender each L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Adjusted Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender an L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d). For the avoidance of doubt, nothing in this Section 10.04(c) shall relieve Holdings or the U.S. Borrower from its obligations under Section 10.04(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section 10.04 to be paid by it to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender, or any Related Party of any of the foregoingthereof, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing Lender sub-agent) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing thereof acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender in connection with such capacity. If any indemnity furnished by the Lenders to the Administrative Agent pursuant to this Section 10.04(c) 108 for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative Agent may call for additional indemnity from the Lenders and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished by the Lenders. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing 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‑agentsub-agent), such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Revolving Commitment Percentage (determined in each case as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , 105 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‑agentsub-agent) or such Issuing 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‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the either Applicable Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the each Applicable Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the each Applicable Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the each Applicable Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity; provided that in respect of the proviso in subsection (b) above, it is understood and agreed that any action taken by either Applicable Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 11.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such proviso. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent (or and any sub‑agent sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or and any such sub‑agentsub-agent thereof), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 's pro rata share of the Aggregate Commitments (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or and any such sub‑agentsub-agent thereof) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or and any such sub‑agentsub-agent thereof) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligations.subject to the provisions of Section 2.12(d).(d)

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under paragraph clause (a) or (b) of this Section to be paid by it to the Administrative an Agent (or any sub‑agent sub-agent thereof) or an Issuing ), 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 such Agent (or any such sub‑agentsub-agent), the Swingline Lender, such Issuing Lender L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agent) sub-agent), the Swingline Lender or such Issuing Lender L/C Issuer 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) sub-agent), the Swingline Lender or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 2.12(e).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails to indefeasibly pay any amount required under paragraph subsections (a) or (b) of this Section to be paid by it them to the Administrative any Agent (or any sub‑agent sub-agent thereof) ), L/C Issuer or an Issuing 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‑agentsub-agent), such Issuing Lender L/C Issuer or such Related Party, as the case may bebe (but, in each case, without affecting the Borrowers’’ obligations with respect thereto), such Lender’’s Applicable Aggregate Revolving Commitment Percentage or, in the case of L/C Obligations, L/C Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub‑agent) or such Issuing Lender sub-agent), L/C Issuer 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‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the Credit-Linked 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‑agentsub-agent), such Issuing Lender the Credit-Linked L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the Credit-Linked 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) or such Issuing Lender Credit-Linked L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender, or any Related Party of any of the foregoing), each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agent), such Issuing Lender or such Related Party, as the case may be, sub-agent) such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing Lender in its capacity as suchsub-agent), or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent); provided that in respect of the proviso in subclause (b) above, it is understood and agreed that any action taken by the Administrative Agent (and any sub-agent thereof) and/or any of its Related Parties in accordance with the directions of the Required Lenders or any other appropriate group of Lenders pursuant to Section 11.01 shall not be deemed to constitute gross negligence or willful misconduct for purposes of such Issuing Lender in connection with such capacityproviso. The obligations of the Lenders under this paragraph subsection (c) are several obligations.subject to the provisions of Section 2.12(d). 143

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the L/C Issuer or such Issuing 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.13(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer or any Agent-Related Party Person of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Agent-Related PartyPerson, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Agent-Related Party Person of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (b) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent or the Collateral Agent (or any sub‑agent thereof) or an Issuing Lendersub-agent of either of them), 118 the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent or the Collateral Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub‑agentsub-agent) or such Issuing Lender L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) or such Issuing sub-agent), the L/C Issuer 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) sub-agent), the L/C Issuer or such Issuing the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it any Borrower to the Administrative Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the 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 any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swingline Lender or such Related Party, as the case may be, such Lender’s 's Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing the L/C Issuer or the Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing the L/C Issuer or the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an ), 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), such the Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agent) sub-agent), the Issuing Lender or such Issuing 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) sub-agent), Issuing Lender or such Issuing the Swingline Lender in connection with such capacity. The obligations of the Lenders under this paragraph clause (c) are several obligationssubject to the provisions of Section 5.7.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under paragraph subsection (a) or (b) of this Section to be paid by it to the Administrative Agent or the Collateral Agent (or any sub‑agent sub-agent thereof) or an Issuing Lender), the L/C 162 [***] Certain information contained in this document, marked by brackets, has been omitted because it is both not material and would be competitively harmful if publicly disclosed. Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent or the Collateral Agent (or any such sub‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is soughtsought based on each Lender’s share of the Total Credit Exposure at such time) of such unpaid amount; provided that amount (including any such unpaid amount in respect of a claim asserted by such Lender), 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 (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent or the Collateral Agent (or any such sub‑agentsub-agent) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; amount together with any and all expenses of collection under the provisions of this Section, 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‑agentsub-agent) or such Issuing Lender the 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) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the 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‑agentsub-agent), such Issuing Lender the 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), such payment to be made severally among them based on such Lenders’ Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that ), provided, further that, the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing Lender the 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- ​ 161 ​ ​ agent) or such Issuing Lender the L/C Issuer in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.16(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly 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 sub-agent thereof) or an Issuing Lender), the L/C Issuer, the Swing Line Lender or any Related Party of any of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such sub‑agentsub-agent), such Issuing the L/C Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; , provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub‑agentsub-agent) or such Issuing the 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‑agentsub-agent) or such Issuing L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this paragraph subsection (c) are several obligationssubject to the provisions of Section 2.12(d).