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 subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) Sections 10.3.1 [Costs and Expenses] or (b) of this Section 10.3.2 [Indemnification by the Borrower] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing foregoing, each Lender severally agrees (without limiting the Borrower’s obligation to do so), each Lender severally agrees ) to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage Ratable Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C C-BA Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (and with respect to the XX-XX Issuer, each Revolving Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C C-BA 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), the Collateral Agent (or any such sub-agent) or the L/C C-BA Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C C-BA Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting the Borrower’s its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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 soughtsought based on each Lender’s share of the Total 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting affecting the Borrower’s obligation to do so)'s reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent (or the Administrative Agent, the Collateral Agent, any sub-agent thereof)of the Administrative Agent or the Collateral Agent, the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent (or Administrative Agent, the Collateral Agent, any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or Agent, the Collateral Agent, any such sub-agent), the Collateral Agent (or any such sub-agent) agent or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent, Collateral Agent (or any such sub-agent), agent or the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d). To the extent that the Administrative Agent or the Collateral Agent shall perform any of its duties or obligations hereunder through an Affiliate or sub-agent, then all references to the “Administrative Agent” or the “Collateral Agent” in this Section 10.04 shall be deemed to include any such Affiliate or sub-agent, as applicable.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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 amountamount (including any such unpaid amount in respect of a claim asserted by such Lender), 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share of the Obligations (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any L/C Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower’s Borrower of its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, any 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 Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.12(e).

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section 11.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s its obligation to do so), each Revolving Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer or such Related Party, as the case may be, such Revolving Lender’s Applicable 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), the Collateral Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Revolving Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required to be paid by it to the Administrative Agent (or any sub-agent thereof), any Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing under subsection paragraph (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), 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 applicable Administrative Agent (or any such sub-agentagent thereof), such Issuing Bank, the L/C Issuer 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), the Collateral Agent (or any such sub-agent) Issuing Bank or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), such Issuing Bank or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the Collateral Agent (or any sub‑agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent), 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), the Collateral Agent (or any such sub-agentsub‑agent) or 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-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Issuing Lender, or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Issuing 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 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 Advances and plus the Letter of 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-agent), the Collateral Administrative Agent (or any such sub-agent) or agent thereof), the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Administrative Agent (or any such sub-agent) agent thereof), or L/C Issuer the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d2.12(f).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), any Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the applicable Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer such Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer such Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(dthis Agreement that provide that their obligations are several in nature, and not joint and several. (d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender 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 that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent the Agents (or any sub-agent thereof), the L/C Issuer Issuer, the Arranger or any Related Party of any of the foregoing (without limiting it being acknowledged that, for the Borrower’s obligation to avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letter), each Lender severally agrees to pay to the applicable Agent Agents (or any such sub-agent), the L/C Issuer Issuer, 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 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), the Collateral Agent Agents (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral an Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the L/C Issuer Issuing 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), the Collateral Agent (or any such sub-agentsub‑agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agentsub‑agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b‎(a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid by it any amount required under subsection ‎(b) of this Section 9.06, in each case, to any be paid to the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Arranger or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer such 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 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Arranger in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c‎(c) are subject to the provisions of Section 2.12(d‎Section 2.17(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Section 9.1 or paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Issuing Lender, or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Administrative Agent (or any sub-agent thereof), the Issuing Lender, or such Related Party, as 109 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 Commitments at such time, or, if the Commitments have been terminated, such Lender’s share of the aggregate outstanding amount of all Advances and plus the Letter of 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-agent), the Collateral Administrative Agent (or any such sub-agent) or agent thereof), the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Administrative Agent (or any such sub-agent) agent thereof), or L/C Issuer the Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (cb) are subject to the provisions of Section 2.12(d2.12(f).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), 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-agent), the Collateral Agent (or any such sub-agent) or 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), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any Agent the Agents (or any sub-agent thereof), the Swing Line Lender, the L/C Issuer Issuers or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Swing Line Lender in its capacity as such) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, the Swing Line Lender, the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (Agent, the Swing Line Lender or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), ) or the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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, 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-agent), the Collateral Agent (or any such sub-agent) Issuing Lender or the L/C Issuer 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), Issuing Lender or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), ) the L/C Issuer or such Related Party, as the case may be, (but, in each case, without affecting the Borrower’s obligations with respect thereto) such Lender’s Applicable Aggregate Commitment Percentage or, in the case of L/C Obligations, Dollar 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), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.2 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lenders or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s obligation to do so)obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lenders 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer or each Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or each Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent, any L/C Issuer or any Related Party of any of the foregoing (foregoing, and without limiting relieving the Borrower’s Borrower of its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent, any 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 Agent (or any such 155 sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d2.12(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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, 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-agent), the Collateral Agent (or any such sub-agent) Issuing Lender or the L/C Issuer 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), Issuing Lender or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issue, any Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such 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), the Collateral Agent (or any such sub-agent) or the such L/C Issuer or such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 12.3 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (foregoing, but without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Bank, 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), the Collateral Agent (or any such sub-agent) Issuing Bank or the L/C Issuer 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), Issuing Bank or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), 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) pro rata share, based on Commitments, 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Agent (or any sub-agent thereof), the L/C Issuer applicable Issuing Lender, the Applicable Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the L/C Issuer applicable Issuing Lender, the Applicable Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable 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), the Collateral Agent (or any such sub-agent) or applicable Issuing Lender, the L/C Issuer Applicable Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (applicable Issuing Lender or any such sub-agent) or L/C Issuer the Applicable Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Arranger, any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer such Arranger, such Issuing 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), the Collateral Agent (such Arranger or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (such Arranger or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section 10.03 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent, the Issuing Bank, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank, 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 118 sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), the Swingline Lender or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) agent thereof), the Swingline Lender or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)2.14. For purposes hereof, a Lender’s “pro rata share” shall be determined based upon its share of the sum of the total Revolving Exposure, outstanding Term Loans and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the Holdings or any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it either of them to any Agent the Agents (or any sub-agent thereof), the Arranger, the Syndication Agent, the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent Agents (or any such sub-agent), the Arranger, the Syndication Agent, the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent Agents (or any such sub-agent), the Collateral Agent (or any such sub-agent) Arranger, the Syndication Agent, or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Collateral Agent (or any such sub-agent) Arranger, the Syndication Agent, or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Issuing Lender, any Swingline Lender 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 applicable Administrative Agent (or any such sub-agent), the L/C Issuer such Issuing Lender, such 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), the Collateral Agent (any Issuing Lender or any such sub-agent) or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (any Issuing Lender or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Lead Arrangers, the L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Lead Arrangers the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) Lead Arrangers or 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), the Collateral Agent (or any such sub-agent) Lead Arrangers or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). For purposes of this Section 10.04(c), a Lender’s “pro rata share” shall be determined based on its share of the sum of the Total Outstandings and unused Commitments at the time.

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the each other Agent, any L/C Issuer or any Related Party of any of the foregoing (and without limiting the any Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such other Agent, such 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), the Collateral any other Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral any other Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to any the Administrative Agent (or any sub-agent thereof), the Arrangers, the L/C Issuer or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Arrangers 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), the Collateral Agent (or any such sub-agent) an Arranger or 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), the Collateral Agent (or any such sub-agent) an Arranger or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower ACS or any other Borrower, if applicable, for any reason fails to indefeasibly pay any amount required to be paid by such Person under subsection clause (a) or (b) of this Section 9.4 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Syndication Agent, any Co-Documentation Agent, any Lender Party or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender, each Competitive Lender and each Competitive Letter of Credit Issuer severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the each L/C Issuer or such Related Party, as the case may be, such Lender’s, such Competitive Lender’s Applicable Percentage and such Competitive Letter of Credit Issuer’s ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders, the Competitive Lenders and the Competitive Letter of Credit Issuers under this subsection clause (c) are subject to the provisions of Section 2.12(d2.14(e).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the a Collateral Agent (or any sub-agent thereof), a L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such Collateral Agent (or any sub-agent thereof), such 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 107 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), the a Collateral Agent (or any such sub-agentagent thereof) or the a L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the a Collateral Agent (or any such sub-agentagent thereof) or a L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issue, any Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrower of its obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such 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), the Collateral Agent (or any such sub-agent) or the such L/C Issuer or such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower WBA for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section or WBA for any reason fail to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section Section, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuers or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s Applicable Percentage ratable share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuers in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuers in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d‎Section 2.17(b).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent, the Issuing Lender, Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent, the Issuing Lender, Swingline 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, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (Agent, the Issuing Lender or any such sub-agent) or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (Agent, the Issuing Lender or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the each other Agent, any L/C Issuer or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation to do Credit Agreement so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such other Agent, such 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), the Collateral any other Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral any other Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Revolving Credit Lenders. The obligations of the Lenders under this subsection (c) are subject 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 subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, any Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting the Borrower’s obligation of the Borrowers to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such 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)) or, the Collateral Agent (or any such sub-agent) or the L/C Issuer or any Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent)) or, the Collateral Agent (or any such sub-agent) or L/C Issuer or any Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender, the Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender, the Swingline Lender or such Related Party, as the case may be, such Lender’s Applicable 's Revolving Credit Commitment Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, amount (including any such unpaid amount in respect of a claim asserted by such Lender); provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) Issuing Lender or the L/C Issuer 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), Issuing Lender or the Collateral Agent (or any such sub-agent) or L/C Issuer Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)5.7.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) Sections 12.3.1 [Costs and Expenses] or (b) of this Section Indemnification by the Borrowers. [Indemnification by the Borrowers] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable Percentage 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-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer 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 subsection (c) are subject to Administrative Agent, the provisions Issuing Lender or any Related Party of Section 2.12(d)any of the foregoing.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuers, the Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuers, the Swing Line Lender or such Related Party, as the case may be, 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 Pro Rata Share (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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuers or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuers or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the applicable Collateral Management Agent, the applicable L/C Issuer Issuer, the applicable Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the applicable Collateral Management Agent, the applicable L/C Issuer 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), the such Collateral Agent (or any Management Agent, such sub-agent) or the L/C Issuer or such 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), the Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Offshore Sub-Administrative Agent (or any sub-agent of either thereof), the any L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent, the Offshore Sub-Administrative Agent (or any such sub-agentagent of either of them), the L/C Issuer Issuers or such Related Party, as the case may be, such Lender’s 's Total Applicable Percentage, Domestic Applicable Percentage or Offshore Applicable Percentage, 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 subthe Offshore Sub-agent), the Collateral Administrative Agent (or any such sub-agentagent of either thereof) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or such L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d4.06(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Lead Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, any Sustainability Structuring Agent or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation its obligations to do so), each Lender severally agrees to pay to the applicable Lead Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, such Sustainability Structuring 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 Lead Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer or such Sustainability Structuring Agent in its capacity as such, or against any Related Party of any of the foregoing acting for the Lead Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or Sustainability Structuring Agent in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent), 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-agent), the Collateral Agent (or any such sub-agent) or 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), the Collateral Agent (or any such sub-agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).119

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), the ) any L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), the an 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 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), the Collateral Agent (or Agent, as the case may be,(or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection subsections (a) or (b) of this Section to be paid by it to any the Administrative Agent or the Collateral Agent, as the case may be, (or any sub-agent thereof), ) the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent or the Collateral Agent, as the case may be, (or any such sub-agent), 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, Dollar 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), the Collateral Agent (or Agent, as the case may be,(or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agent, as the case may be, (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.11(d).

Reimbursement by Lenders. To Without limiting the Lenders’ obligations under Section 9.14, hereof, to the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer LC Issuer, the Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer LC Issuer, the Swing Line Lender or such Related Party, as the case may be, such Lender’s Overall Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided provided, that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent Agents (or any such sub-agent) or the L/C LC Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent Agents (or any such sub-agent) or L/C LC Issuer or Swing Line 140 Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (aSection 11.04(a) or (b11.04(b) of this Section to be paid by it to any Agent the Agents (or any sub-agent thereof), the Arrangers, the 2020 Incremental Lead Arrangers, the L/C Issuer Issuers or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Agent Agents (or any such sub-agent), the Arrangers, the 2020 Incremental Lead Arrangers, the L/C Issuer Issuers 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 Agents (or any such sub-agent), the Collateral Agent (or any such sub-agent) Arrangers, the 2020 Incremental Lead Arrangers or the L/C Issuer Issuers in its their capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent Agents (or any such sub-agent), the Collateral Agent (Arrangers, the 2020 Incremental Lead Arrangers or any such sub-agent) or the L/C Issuer Issuers in connection with such capacity. The obligations of the Lenders under this subsection (cSection 11.04(c) are subject 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 subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (and without limiting relieving the Borrower’s obligation to do so)Borrowers of their obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer 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), the Collateral Agent (or any such sub-agent) or the such L/C Issuer or the Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).. -141-

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, any Swing Line Lender or any Related Party of any of the foregoing (foregoing, and without limiting the Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer 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, 114 claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the such L/C Issuer or such Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or such Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection Subsections 11.13.1 (aCosts and Expenses) or and 11.13.2 (bIndemnification by the Borrower) of this Section to be paid by it to any the Co-Lead Arrangers, the Syndication Agent, the Agent (or any sub-agent thereof), the L/C Issuer Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Co-Lead Arrangers, the Syndication Agent, the Agent (or any such sub-agent), the L/C Issuer Issuing Bank or such its 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 subCo-agent)Lead Arrangers, the Collateral Syndication Agent, the Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such subCo-agent)Lead Arrangers, the Collateral Syndication Agent, the Agent (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) Subsection 11.13.3 are subject to the provisions of Section 2.12(d1.9 (Lenders’ Obligations Several).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Arranger or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer any 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 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), the Collateral Agent () or any such sub-agent) or the L/C Issuer Arranger in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or L/C Issuer Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), each Issuing Bank, the L/C Issuer Swingline Lender or any Related Party of any of the foregoing (foregoing, but without limiting releasing the Borrower’s Borrower from its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), each Issuing Bank, the L/C Issuer 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), the Collateral Agent (or any such sub-agent) each Issuing Bank, or the L/C Issuer Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.10(d).

Reimbursement by Lenders. To the extent that the Borrower Credit Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-sub- agent), the Collateral Agent (or any such sub-agent) or L/C Issuer the Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).this Agreement that provide that their obligations are several in nature, and not joint and several. 116 130164155_5

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent 165 - thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing Lender 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 that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

Reimbursement by Lenders. To the extent that the Borrower a Loan Party for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), any Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), such 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-sub- 117 agent), the Collateral Multicurrency Agent (or any such sub-agent) or the L/C Issuer agent thereof), such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Agent (or any such sub-agent) agent thereof), or L/C Issuer any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)9.11.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) Sections 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrowers] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Issuing Lender, any Swing Loan Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer such Issuing Lender, such Swing Loan 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) sought of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability liability) or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (such Issuing Lender or any such sub-agent) or the L/C Issuer Swing Loan Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent () such Issuing Lender or any such sub-agent) or L/C Issuer Swing Loan Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C C-BA Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (and with respect to the XX-XX Issuer, each USD Revolving Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C C-BA 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), the Collateral Agent () or any such sub-agent) or the L/C C‑BA Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or L/C C-BA Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the a Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Multicurrency Administrative Agent (and any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Multicurrency Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, ; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case 102 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Administrative Agent (or and any such sub-agent) ), or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Administrative Agent (or any such sub-agent) ), or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Collateral Agent (or any sub-agent thereof), the Issuing Bank or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Collateral Agent (or any such sub-agent), the Issuing Bank or such Related Party, as the case may be, such Lender’s Applicable Percentage pro rata share (in each case, 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Bank in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Bank in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)this Agreement that provide that their obligations are several in nature, and not joint and several.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Documentation Agent (or any sub-agent 165 - thereof), any Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Documentation Agent (or any sub-agent thereof), such Issuing 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or the L/C Issuer 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), the Collateral Documentation Agent (or any such sub-agentagent thereof) or L/C Issuer such Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d)4.7.

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 11.04 to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the Collateral Agent (or any sub‑agent thereof), each L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the Collateral Agent (or any such sub‑agent), each 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), the Collateral Agent (or any such sub-agentsub‑agent) or 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-agentsub‑agent), the Collateral Agent (or any such sub-agentsub‑agent) or the applicable L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Tranche B Lenders with respect to indemnification of the Issuing Lender), as applicable, severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting affecting the Borrower’s obligation to do so)reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).. CREDIT AGREEMENT – Page 118

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

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (but without limiting 116 affecting the Borrower’s obligation to do so)'s reimbursement obligations hereunder, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or the Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section 9.06 or the Borrower for any reason fails to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section 9.06, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer any Arranger or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer such 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 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Arranger in its capacity as such, such or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.17(c).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay in full in cash any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (foregoing, but without limiting relieving the Borrower’s Borrower from its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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, 146 was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Term Loan Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the L/C Issuer Issuing 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 118 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), the Collateral Agent (or any such sub-agentsub‑agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agentsub‑agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C Issuer Issuer, any Bookrunner, any Arranger or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C Issuer Issuer, such Bookrunner, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (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 Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuer, any Bookrunner or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuer, any Bookrunner or any Arranger in connection with such capacity; provided further that only the Revolving Credit Lenders shall be obligated to indemnify the L/C Issuers hereunder. The obligations of the Lenders under this subsection (c) are subject 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 subsection (a) or (b) of this Section to be paid by it to any Agent (or any sub-agent thereof), the any L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable such Agent (or any such sub-agent) or any such Related Party thereof (but without affecting such Borrower’s payment obligations with respect thereto), the and each Revolver Lender severally agrees to pay to such L/C Issuer or any such Related PartyParty thereof, 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), the Collateral Agent (or any such sub-agent) or the such L/C Issuer in its capacity as such, or against any such Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the any Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent sub‑agent thereof), the each other Agent, any L/C Issuer or any Related Party of any of the foregoing (and without limiting the any Borrower’s obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agentsub‑agent), the such other Agent, such 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), the Collateral any other Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agentsub‑agent), the Collateral any other Agent (or any such sub-agent) or L/C Issuer in connection with such capacity; and provided further that the obligation to indemnify the L/C Issuers hereunder shall be limited solely to the Lenders. -152- US-DOCS\97384607.24 The obligations of the Lenders under this subsection (c) are subject 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 subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the any L/C C-BA Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (and with respect to the XX-XX Issuer, each USD Revolving Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the such L/C C-BA 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 121 the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or the L/C C-BA Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent () or any such sub-agent) or L/C C-BA Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Company for any reason fails to indefeasibly pay any amount required under subsection clause (a) or (b) of this Section 10.04 to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lenders 165 #47923322 or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s obligation to do so)obligations with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuer, the Swing Line Lenders 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer or each Swing Line Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or each Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection clause (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower or any Credit Party for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender (other than the Tranche B Lenders with respect to indemnification of the Issuing Lender) severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Issuing Lender or such Related Party, as the case may be, such Lender’s Applicable 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d)3.14.

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Agent (or any sub-agent thereof), the any L/C Issuer Issuer, the Arrangers or any Related Party of any of the foregoing (without limiting it being acknowledged that, for the Borrower’s obligation to avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letter), each Lender severally agrees to pay to the applicable Agent (or any such sub-agent), the any L/C Issuer 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 that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the any L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or any L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (cb) are subject 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 subsection (a) Section 11.3.1 [Costs and Expenses] or (b) of this Section 11.3.2 [Indemnification by the Borrower] to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Syndication Agent, the Issuing Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Syndication Agent, 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, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Syndication Agent (or any such sub-agent) or the L/C Issuer Issuing Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Syndication Agent (or any such sub-agent) or L/C Issuer Issuing Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to the Administrative Agent (or any sub-agent thereof), the Collateral Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Collateral Agent (or any sub-agent thereof), 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower Parent for any reason fails to indefeasibly pay any amount required under subsection (a) of this Section or Parent for any reason fail to indefeasibly pay or cause to be paid any amount required under subsection (b) of this Section Section, in each case, to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is 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), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.18(b).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section 10.04 to be paid by it to any Agent (or any sub-agent thereof), the L/C Issuer ) or any Related Party of any of the foregoing (without limiting or, to the Borrower’s obligation extent that any Agent, acting in its capacity as such and pursuant to do so)or as a result of the direction of the Required Lenders, commits a material breach of its obligations hereunder or any other Loan Document, each Lender severally agrees to pay to the applicable such Agent (or any such sub-agent), the L/C Issuer ) or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative such Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.09(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (foregoing, but without limiting relieving the Borrower’s Borrower from its obligation to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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 123 that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or 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), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower a Loan Party for any reason fails to indefeasibly pay any amount required under subsection paragraph (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), any Swingline Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer Multicurrency Agent (or any sub-agent thereof), such 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), the Collateral Multicurrency Agent (or any such sub-agent) or the L/C Issuer agent thereof), such Swingline Lender in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Multicurrency Agent (or any such sub-agent) agent thereof), or L/C Issuer any such Swingline Lender in connection with such capacity. The obligations of the Lenders under this subsection paragraph (c) are subject to the provisions of Section 2.12(d)9.11.

Reimbursement by Lenders. (i) To the extent that the U.S. Borrower or U.K. Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any U.S. Agent (or any sub-agent thereof), the U.S. L/C Issuer or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)foregoing, each U.S. Lender severally agrees to pay to the applicable U.S. Agent (or any such sub-agent), the U.S. L/C Issuer or such Related Party, as the case may be, such U.S. 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), the Collateral U.S. Agent (or any such sub-agent) or the U.S. L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral U.S. Agent (or any such sub-agent) or U.S. L/C Issuer in connection with such capacity. The obligations of the U.S. Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Loan Parties for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it them to any the Administrative Agent (or any sub-agent thereof), the Arrangers, the L/C Issuer or any Related Party of any of the foregoing (foregoing, but without limiting affecting the Borrower’s payment obligation to do so)of the Loan Parties with respect thereto, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Arrangers 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 119 may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) an Arranger or 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), the Collateral Agent (or any such sub-agent) an Arranger or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the Syndication Agent, any L/C Issuer Issuer, any Arranger or any Related Party of any of the foregoing (and without limiting the Borrower’s obligation of the Borrower to do so), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the Syndication Agent, any L/C Issuer Issuer, such Arranger or such Related Party, as the case may be, such Lender’s Applicable Percentage of such unpaid amount (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 Agent (or any such sub-agent), the Collateral Agent (or Syndication Agent, any such sub-agent) or the L/C Issuer or any Arranger in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or Syndication Agent, any such sub-agent) or L/C Issuer or any Arranger in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d2.13(d).

Reimbursement by Lenders. To the extent that the Borrower Borrowers for any reason fails fail to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it the Borrowers to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer Issuer, the Swing Line Lender or any Related Party of any of the foregoing (without limiting the Borrower’s obligation to do so)CREDIT AGREEMENT 126 foregoing, each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer 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), the Collateral Agent (or any such sub-agent) or 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-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer or Swing Line Lender in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).

Reimbursement by Lenders. To the extent that the Borrower for any reason fails to indefeasibly pay any amount required under subsection (a) or (b) of this Section to be paid by it to any the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of the foregoing (without limiting it being acknowledged that, for the Borrower’s obligation to avoidance of doubt, such required amounts do sonot include any fees arising solely from the Fee Letters), each Lender severally agrees to pay to the applicable Administrative Agent (or any such sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for the Administrative Agent (or any such sub-agent), the Collateral Agent (or any such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d).