Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.1, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and LendersAgent, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, The Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for pay all Extraordinary ExpensesExpenses within 10 Business Days of receipt of an invoice (in reasonable detail and accompanied by backup documentation). The Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable and documented out-of-pocket legal, examination and invoiced appraisal fees and expenses (in the case of legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accountingexpenses, appraisal, consulting, and other fees, costs fees and expenses of one lead firm of counsel to Agent and, if necessary, one (1) local counsel in each relevant local jurisdiction to Agent incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof); (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1(b), each inspection, audit any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting legal fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full standard hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect that otherwise might apply to this or any other transaction. All amounts reimbursable by The Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable acknowledge that counsel may provide Agent with a benefit (such as a discount, credit or accommodation for other matters) based on demandcounsel’s overall relationship with Agent, including fees paid hereunder.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, 3.4.1. Borrowers shall reimburse Collateral Agent and LendersLenders for any Extraordinary Expenses incurred by Agent or any Lender, without duplication, for all Extraordinary Expenseson the sooner to occur of Agent’s demand therefor or Agent’s receipt of any proceeds of Collateral in connection with any Enforcement Action (subject to the provisions of Section 5.5 with respect to the application of any proceeds of Collateral). Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, consulting and other fees, costs fees and expenses suffered or incurred by it Agent in connection with with: (ai) the negotiation and preparation of any of the Loan Documents, including or any amendment or other modification thereofthereto; (bii) the administration of and actions relating to any Collateral, the Loan Documents and the transactions contemplated thereby, including any actions ; (iii) action taken to perfect or maintain the perfection or priority of Collateral any of Agent’s Liens on with respect to any Collateral, to maintain any insurance required hereunder or to verify of the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Obligor’s books and records or any of the Collateral (c) subject to the limits of set forth in Section 9.1.1, each inspection, audit 3.2.4); (v) any effort by Agent to verify or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or appraise any of their Affiliates the Collateral (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect subject to this or any other transactionthe limits set forth in Section 3.2.4). All amounts chargeable to or reimbursable by Borrowers under this Section 3.4 and under Section 3.2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demanddemand to Agent. Borrowers shall also reimburse Agent for reasonable out-of-pocket expenses incurred by Agent in its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the Loan Documents regarding the indemnification or reimbursement by Borrowers of Claims suffered or incurred by Agent or any Lender.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, (a) Borrowers shall pay, or reimburse Collateral Agent and Lendersfor Agent's payment of, without duplication, for all Extraordinary ExpensesExpenses incurred by Agent or paid by Agent, in each case within ten days of written request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (ai) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (bii) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s 's Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (ciii) subject to the limits of Section 9.1.19.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (A) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in clause (A) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s 's professionals at their full hourly rates, rates regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demandwithin ten days of written request.

Reimbursement Obligations. Subject Each Borrower shall, subject to the terms of the Intercreditor AgreementSection 2.5, reimburse Agent for all Extraordinary Expenses incurred by Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral securing its Loan Party Group Obligations. In addition to such Extraordinary Expenses, such Borrowers shall also reimburse Collateral Agent and, in the case of clause (a) below only, each Joint Lead Arranger and Lenderseach Joint Bookrunner, for all reasonable and documented legal, accounting, appraisal, and other reasonable and documented fees, costs and expenses, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection herewith and the syndication of the Loans hereunder; (b) any amendment or other modification thereofto any of the Loan Documents; (bc) all due diligence expenses, including field examinations and appraisals incurred by Agent in connection with the Loan Documents incurred prior to the Closing Date, provided, that any expenses incurred by an Agent Professional (other than attorneys which, for the avoidance of doubt, are covered by the proviso to this sentence) shall only be reimbursed to the extent the Administrative Borrower provided its prior written consent to the retaining of such Agent Professional (such consent not to be unreasonably conditioned, withheld or delayed); (d) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ce) subject to the limits of Section 9.1.1, each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party within such Borrowers’ related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legalparty (subject to the limitations of Section 9.1.14); provided, accounting that the Borrowers’ obligation to reimburse Agent, Joint Lead Arrangers and consulting Joint Bookrunners for legal fees shall be charged limited to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly ratesthe reasonable and documented legal fees and expenses of Xxxxxx & Xxxxxxx, regardless of any reduced or alternative fee billing arrangements that Collateral LLP, US and UK counsel to Agent, Joint Lead Arrangers and Joint Bookrunners, and Norton Xxxx Xxxxxxxxx Canada LLP, Canadian counsel to Agent, Joint Lead Arrangers and Joint Bookrunners, replacement or substitute counsel in any Lender such jurisdiction and, if necessary, one local counsel in each other relevant material jurisdiction, including material local jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions). In addition to the Extraordinary Expenses of Agent, upon the occurrence and during the continuance of an Event of Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one US counsel, one UK counsel, and one Canadian counsel (and, if necessary, of one local counsel in each other relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions)) for the Fronting Banks and Lenders, as a whole, in connection with the enforcement, collection or any protection of their Affiliates respective rights under the Loan Documents (other than unless there is an Obligor actual or any Subsidiary perceived conflict of an Obligorinterest, in which case the affected Fronting Banks and Lenders (taken as a whole) may have with retain one additional counsel in each relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions))), including all such professionals with respect to this expenses incurred during any workout, restructuring or any other transactionInsolvency Proceeding. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and 3.4 shall be due and payable on demandin accordance with Section 3.3.

Reimbursement Obligations. Subject Each Borrower shall, subject to the terms of the Intercreditor AgreementSection 2.5, reimburse Agent for all Extraordinary Expenses incurred by Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral securing its Loan Party Group Obligations. In addition to such Extraordinary Expenses, such Borrowers shall also reimburse Collateral Agent and, in the case of clause (a) below only, each Joint Lead Arranger, for all reasonable and Lendersdocumented legal, accounting, appraisal, and other reasonable and documented fees, costs and expenses, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection herewith and the syndication of the Loans hereunder; (b) any amendment or other modification thereofto any of the Loan Documents; (bc) all due diligence expenses, including field examinations and appraisals incurred by Agent in connection with the Loan Documents incurred prior to the Closing Date, provided, that any expenses incurred by an Agent Professional (other than attorneys which, for the avoidance of doubt, are covered by the proviso to this sentence) shall only be reimbursed to the extent the Administrative Borrower provided its prior written consent to the retaining of such Agent Professional (such consent not to be unreasonably conditioned, withheld or delayed); (d) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ce) subject to the limits of Section 9.1.1, each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party within such Borrowers’ related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legalparty (subject to the limitations of Section 9.1.14); provided, accounting that the Borrowers’ obligation to reimburse Agent and consulting Joint Lead Arrangers for legal fees shall be charged limited to Borrowers by Collateral Agent’s the reasonable and documented legal fees and expenses of Xxxxxx & Xxxxxxx, LLP, US and UK counsel to Agent and Joint Lead Arrangers, and Norton Xxxx Xxxxxxxxx Canada LLP, Canadian counsel to Agent and Joint Lead Arrangers, replacement or substitute counsel in any such jurisdiction and, if necessary, one local counsel in each other relevant material jurisdiction, including material local jurisdictions within any country listed above (which may include a Lender’s professionals at their full hourly rates, regardless local counsel acting in multiple jurisdictions). In addition to the Extraordinary Expenses of any reduced or alternative fee billing arrangements that Collateral Agent, upon the occurrence and during the continuance of an Event of Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one US counsel, one UK counsel, and one Canadian counsel (and, if necessary, of one local counsel in each other relevant material jurisdiction, including local material jurisdictions within any Lender country listed above (which may include a local counsel acting in multiple jurisdictions)) for the Fronting Banks and Lenders, as a whole, in connection with the enforcement, collection or any protection of their Affiliates respective rights under the Loan Documents (other than unless there is an Obligor actual or any Subsidiary perceived conflict of an Obligorinterest, in which case the affected Fronting Banks and Lenders (taken as a whole) may have with retain one additional counsel in each relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions))), including all such professionals with respect to this expenses incurred during any workout, restructuring or any other transactionInsolvency Proceeding. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and 3.4 shall be due and payable on demandin accordance with Section 3.3.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers Obligors shall reimburse Collateral Agent and Lenders, without duplication, Lenders for all Extraordinary Expenses. Borrowers Obligors shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket to the extent reasonable), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it any of them in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s 's Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.19.1.2(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s 's personnel or a third party. All legallegal (to the extent reasonable), accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s 's and Lenders' respective professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction; provided, that the foregoing shall in no way limit Obligors' obligations to reimburse Agent or Lenders as provided for elsewhere in the Loan Documents, including reimbursement of Extraordinary Expenses pursuant to this Section 3.4 and reimbursements contemplated pursuant to Section 9.1.2. All amounts reimbursable payable by Borrowers Obligors under this Section shall constitute Obligations secured be due on demand. All amounts payable by the Collateral and Obligors under this Section shall be payable due on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral the Administrative Agent and Lenders, without duplication, Lenders for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Administrative Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including (i) any actions taken to perfect or maintain priority of Collateral the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify CollateralCollateral and (ii) the Platform or any other dedicated agency web page on the internet to distribute to the Lenders and to other investors or potential investors any required documentation and financial information regarding the Loan Documents and the Loans; and (c) subject to the limits of Section 9.1.1Sections 10.1.1(b) and 10.1.10, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral the Administrative Agent’s or Lender’s personnel or a third party. All legalLegal, accounting and consulting fees shall may be charged to Borrowers by Collateral the Administrative Agent’s or a Lender’s professionals at their full usual and customary hourly ratesrates for similar services, regardless of any reduced or alternative fee billing arrangements that Collateral the Administrative Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. Borrowers acknowledge that counsel may provide the Administrative Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with the Administrative Agent, including fees paid hereunder. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable due on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers The Borrower shall reimburse Collateral the Agent and Lenders, without the Lenders for all Lender Group Expenses. Without duplication, for all Extraordinary Expenses. Borrowers the Borrower shall also reimburse the Collateral Agent and each Lender the Lenders for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket documented legal, accounting, appraisal, consulting, and other out-of-pocket fees, costs and expenses incurred by it in connection with (a) negotiation negotiation, preparation, execution and preparation delivery of any Loan Documents, including any amendment or other modification thereofthereof (whether or not the transactions contemplated hereby or thereby shall be consummated); (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral the Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.1, 2.5(c) each inspection, audit or appraisal with respect to any Obligor Loan Party or Collateral, whether prepared by Collateral the Agent’s or any Lender’s personnel or a third party. All legal, accounting The Borrower shall also reimburse the Agent and consulting fees shall be charged to Borrowers the Lenders for all reasonable and documented out-of-pocket costs and expenses incurred by Collateral Agent’s them (whether during an Event of Default or a Lender’s professionals at their full hourly rates, regardless otherwise) in connection with the enforcement or preservation of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender rights under this Agreement or any of their Affiliates the other Loan Documents (other than an Obligor including during any workout, restructuring or any Subsidiary negotiations in respect of an Obligor) may have with such professionals with respect to this the Term Loan, Loan Documents or any other transactionthe transactions contemplated thereby). All amounts reimbursable by Borrowers the Borrower under this Section 2.6 shall constitute Obligations secured by the Collateral and shall be payable on demandwithin twenty Business Days after presentation by the Agent or the applicable Lender to the Borrower of a reasonably detailed itemization of such amounts.

Reimbursement Obligations. Subject Each Borrower shall, subject to the terms of the Intercreditor AgreementSection 2.5, reimburse Agent for all Extraordinary Expenses incurred by Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral securing its Loan Party Group Obligations. In addition to such Extraordinary Expenses, such Borrowers shall also reimburse Collateral Agent and, in the case of clause (a) below only, each Joint Lead Arranger and Lenderseach Joint Bookrunner, for all reasonable and documented legal, accounting, appraisal, and other reasonable and documented fees, costs and expenses, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection herewith and the syndication of the Loans hereunder; (b) any amendment or other modification thereofto any of the Loan Documents; (bc) all due diligence expenses, including field examinations and appraisals incurred by Agent in connection with the Loan Documents incurred prior to the Closing Date, provided, that any expenses incurred by an Agent Professional (other than attorneys which, for the avoidance of doubt, are covered by the proviso to this sentence) shall only be reimbursed to the extent the Administrative Borrower provided its prior written consent to the retaining of such Agent Professional (such consent not to be unreasonably conditioned, withheld or delayed); (d) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ce) subject to the limits of Section 9.1.1, each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party within such Borrowers’ related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legalparty (subject to the limitations of Section 9.1.14); provided, accounting that the Borrowers’ obligation to reimburse Agent, Joint Lead Arrangers and consulting Joint Bookrunners for legal fees shall be charged limited to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly ratesthe reasonable and documented legal fees and expenses of Lxxxxx & Wxxxxxx, regardless of any reduced or alternative fee billing arrangements that Collateral LLP, US and UK counsel to Agent, Joint Lead Arrangers and Joint Bookrunners, and Norton Rxxx Xxxxxxxxx Canada LLP, Canadian counsel to Agent, Joint Lead Arrangers and Joint Bookrunners, replacement or substitute counsel in any Lender such jurisdiction and, if necessary, one local counsel in each other relevant material jurisdiction, including material local jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions). In addition to the Extraordinary Expenses of Agent, upon the occurrence and during the continuance of an Event of Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one US counsel, one UK counsel, and one Canadian counsel (and, if necessary, of one local counsel in each other relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions)) for the Fronting Banks and Lenders, as a whole, in connection with the enforcement, collection or any protection of their Affiliates respective rights under the Loan Documents (other than unless there is an Obligor actual or any Subsidiary perceived conflict of an Obligorinterest, in which case the affected Fronting Banks and Lenders (taken as a whole) may have with retain one additional counsel in each relevant material jurisdiction, including local material jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions))), including all such professionals with respect to this expenses incurred during any workout, restructuring or any other transactionInsolvency Proceeding. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and 3.4 shall be due and payable on demandin accordance with Section 3.3.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, 3.4.1. Borrowers shall reimburse Lender for any Extraordinary Expenses incurred by Lender, on the sooner to occur of Lender’s demand therefor or Lender’s receipt of any proceeds of Collateral Agent and Lenders, without duplication, for all Extraordinary Expensesin connection with any Enforcement Action. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, consulting and other fees, costs fees and expenses suffered or incurred by it Lender in connection with with: (ai) the negotiation and preparation (and internal legal review) of any Loan of the DIP Financing Documents, including any amendment or other modification thereofthereto; (bii) the administration of and actions relating to any Collateral, Loan the DIP Financing Documents and the transactions contemplated thereby, including any actions ; (iii) action taken to perfect or maintain the perfection or priority of Collateral Agentany of Lender’s Liens on with respect to any of the Collateral, ; (iv) any inspection of or audits conducted by Lender with respect to maintain any insurance required hereunder or Obligor’s books and records in accordance with Section 3.2.4; (v) any effort by Lender to verify or appraise any of the Collateral; and (cvi) subject to the limits of Section 9.1.1monitoring of, each inspectionor participation in, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transactionthe Chapter 11 Cases. All amounts chargeable to or reimbursable by Borrowers under this Section 3.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demanddemand to Lender. Borrowers shall also reimburse Lender for reasonable out-of-pocket expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other DIP Financing Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Financing Documents regarding the indemnification or reimbursement by Borrowers of Claims suffered or incurred by Lender.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers Obligors shall reimburse Collateral Agent and Lenders, without duplication, Lenders for all Extraordinary Expenses. Borrowers Obligors shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket to the extent reasonable), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it any of them in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.19.1.2(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legallegal (to the extent reasonable), accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s and Lenders’ respective professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction; provided, that the foregoing shall in no way limit Obligors’ obligations to reimburse Agent or Lenders as provided for elsewhere in the Loan Documents, including reimbursement of Extraordinary Expenses pursuant to this Section 3.4 and reimbursements contemplated pursuant to Section 9.1.2. All amounts reimbursable payable by Borrowers Obligors under this Section shall constitute Obligations secured be due on demand. All amounts payable by the Collateral and Obligors under this Section shall be payable due on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary ExpensesExpenses incurred by it. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (x) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any proceeding under any Debtor Relief Law relating to any Obligor or its property, and (y) except as provided in clause (x) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand.. If, as a result of any restatement of or other adjustment to the financial statements of the MLP Parent and/or its Subsidiaries or for any other reason, the Borrowers or the Required Lenders determine that (i) the Quarterly Average Availability as calculated by the Borrowers as of any applicable date was inaccurate

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary ExpensesExpenses incurred by it. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (x) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any proceeding under any Debtor Relief Law relating to any Obligor or its property, and (y) except as provided in clause (x) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand.. If, as a result of any restatement of or other adjustment to the financial statements of the MLP Parent and/or its Subsidiaries or for any other reason, the Borrowers or the Required Lenders determine that (i) the Quarterly Average Availability as calculated by the Borrowers as of any applicable date was inaccurate AMENDED AND RESTATED CREDIT AGREEMENT — Page 45

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.1, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, (a) Borrowers shall pay, or reimburse Collateral Agent and Lendersfor Agent’s payment of, without duplication, for all Extraordinary ExpensesExpenses incurred by Agent or paid by Agent, in each case within ten days of written request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (ai) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (bii) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (ciii) subject to the limits of Section 9.1.19.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (A) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in clause (A) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demandwithin ten days of written request.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, 3.4.1. Borrowers shall reimburse Lender for any Extraordinary Expenses incurred by Lender, on the sooner to occur of Lender’s demand therefor or Lender’s receipt of any proceeds of Collateral Agent and Lenders, without duplication, for all Extraordinary Expensesin connection with any Enforcement Action (subject to the provisions of Section 5 with respect to the application of any proceeds of Collateral). Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, consulting and other fees, costs fees and expenses suffered or incurred by it Lender in connection with with: (ai) the negotiation and preparation of any of the DIP Loan Documents, including or any amendment or other modification thereofthereto; (bii) the administration of and actions relating to any Collateral, the DIP Loan Documents and the transactions contemplated thereby, including any actions ; (iii) action taken to perfect or maintain the perfection or priority of Collateral Agentany of Lender’s Liens on with respect to any Collateral, to maintain any insurance required hereunder or to verify of the Collateral; (iv) any inspection of or audits conducted by Lender with respect to any Obligor’s books and records or any of the Collateral (c) subject to the limits of set forth in Section 9.1.1, each inspection, audit 3.2.4); (v) any effort by Lender to verify or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or appraise any of their Affiliates the Collateral (other than an Obligor subject to the limits set forth in Section 3.2.4); and (vi) the monitoring of, or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transactionparticipation in, the Chapter 11 Cases. All amounts chargeable to or reimbursable by Borrowers under this Section 3.4 and under Section 3.2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demanddemand to Lender. Borrowers shall also reimburse Lender for reasonable out-of-pocket expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other DIP Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Loan Documents regarding the indemnification or reimbursement by Borrowers of Claims suffered or incurred by Lender.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers Borrower shall reimburse Collateral Agent and Lenders, without duplication, for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers Borrower shall also reimburse the Collateral Agent for all costs of field exams and each Lender quality of earnings reports that Agent is entitled to conduct or perform pursuant to Section 10.1.1 (including internally allocated costs thereof) and shall reimburse Agent for all reasonable and documented, out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses (including all legal, accounting, third party service provider, consulting and other fees and expenses) incurred by it in connection with (a) negotiation and preparation of the Proposal Letter and any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1, any examination, quality of earnings report, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party; provided that Borrower’s obligation to reimburse legal fees pursuant to this sentence shall be limited to fees, charges and disbursements of one counsel for Agent and Lenders (which shall be selected by Agent) and to the extent necessary, one special or local counsel in each appropriate jurisdiction (absent a conflict of interest, in which case the Lenders may engage and be reimbursed for additional counsel). All legal, accounting and consulting fees shall be charged to Borrowers Borrower by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect that otherwise might apply to this or any other transaction. Borrower acknowledges that counsel may provide Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Agent, including fees paid hereunder. All amounts reimbursable payable by Borrowers Borrower under this Section shall constitute Obligations secured by the Collateral and 3.11 shall be payable due on demand.