Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full regular hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall may be due on demandcharged to the Loan Account upon incurrence during the continuance of Default or Event of Default or otherwise, upon 3 days' notice thereof.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)allocated internal legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that (i) a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidpaid and (ii) a lower Applicable Margin should have applied to a period than was actually applied, then, neither Agent nor any Lender shall have any obligation to repay any interest or fees to Borrowers; provided, if, no Event of Default exists, the amount equal to the difference between the amount of interest and fees actually paid and the amount of interest and fees that would have accrued using the proper Applicable Margin shall be credited in a manner reasonably acceptable to Agent against interest and fees payable hereunder in the next succeeding period; provided, further, if as a result of any restatement or other event a proper calculation of the Applicable Margin would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateraldisbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), whether prepared such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by Agent’s personnel such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such reimbursement out of their available cash on hand or a third party. All legalcontemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), accounting (x) the Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and consulting fees the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateconsidered made under Section 2.02), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, and (z) the proper margin proceeds of such Revolving Loans shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by applicable Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unreimbursed Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. The Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unreimbursed Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by Agent’s professionals such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement because the Aggregate Revolving Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any Lender or any of their Affiliates may have with such professionals with respect interest also to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower Obligors shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesClaims promptly upon request. Borrower Obligors shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not limited to exceed one law firm counsel for Agent and one local counsel for Agent in each relevant jurisdiction, and, in the arrangers and Agent case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisalconsulting, consultingfield exam, quality of earning reporting, and other fees, costs reasonable and documented out-of-pocket fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 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 10.1.1(b), each inspectionquality of earnings report, audit or appraisal examination with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s 's internal personnel or a third party. All legal, accounting and consulting fees shall may be charged to Borrower Obligors by Agent’s 's professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates or branches may have with such professionals with respect that otherwise might apply to this or any other transaction). Obligors acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateinformation in Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Obligors shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication The Company hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by the Company therefor at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect (plus the default rate of interest set forth in Section 4.1 to the extent an Event of Default exists). If any reimbursement obligation is not paid on the day a payment or disbursement is made by the Issuing Lender under a Letter of Credit, the Company hereby authorizes and directs the Administrative Agent to increase the principal balance of the Revolver Commitments and negotiation and preparation of any Revolving Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, as a Base Rate Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, in an amount equal to such payment or disbursement made by the difference between Issuing Lender with respect to such Letter of Credit, except that if Revolving Loans are not available at such time as a result of the amount existence of an Event of Default or otherwise, the reimbursement obligation (including all interest and fees that would have accrued using thereon) shall be payable on demand. The Issuing Lender shall notify the proper margin Company and the amount actually paid. All amounts payable Administrative Agent whenever any demand for payment is made under any Letter of Credit by Borrower under this Section the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify the Company or the Administrative Agent shall be due on demandnot affect the rights of the Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower Borrowers shall immediately within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on demandthe Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to the Closing Date, or (b) within three (3) Business Days after delivery of such supporting documentation if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (ii) in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Person.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of If Shareholder has actual knowledge or is notified by the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Collateral Agent that Indemnifiable Taxes have been imposed with respect to any Obligor or CollateralExchange Property (including any distribution with respect thereto), whether prepared by Agent’s personnel or a third party. All legalShareholder shall, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rateswithin five (5) Business Days, regardless (x) in the case of any reduced Indemnifiable Taxes in respect of any Excess Cash Dividends, pay, or alternative fee billing arrangements cause to be paid, to Purchaser such additional amounts as will be necessary in order that Agentthe amount available to be paid by Purchaser under the Trust Securities is no less than the amount that would have been so available in the absence of any Indemnifiable Taxes and (y) in the case of any other Indemnifiable Taxes, any Lender pledge, or any cause to be pledged, to the Collateral Agent such additional amounts as will be necessary in order that the amount of their Affiliates may have with Collateral (net of such professionals with respect to this Indemnifiable Taxes) equals the Required Pledged Assets. Without duplication of the foregoing, if Mexico, or any other transaction). Ifjurisdiction in which Shareholder is organized, resident or doing business for any reason (including inaccurate reporting tax purposes, imposes Indemnifiable Taxes on financial statements payments to or a Compliance Certificateby Purchaser in respect of Excess Cash Dividends pursuant to the second paragraph of Section 6.1(d), it Shareholder shall, within five (5) Business Days after Shareholder obtains actual knowledge or is reasonably determined notified by Purchaser that such a higher Applicable Margin should have applied payment will be made, pay, or cause to a period than was actually appliedbe paid, then, following Agent’s consultation with Borrower, the proper margin shall to Purchaser such additional amounts as will be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between necessary in order that the amount receivable by a holder or beneficial owner of interest and fees Trust Securities is no less than the amount that would have accrued using been so received in the proper margin and absence of such Indemnifiable Taxes. Shareholder may satisfy any payment obligation under the amount actually paid. All amounts payable by Borrower under second paragraph of Section 6.1(d) or this Section 6.7(a), in whole or in part, by instructing the Collateral Agent to release from the Collateral and deliver to Purchaser any assets that Shareholder would be entitled to have released from the Collateral under Section 5.6 of the Collateral Agreement were it to satisfy the obligation by making a payment of cash. Any payment or pledge obligation described in this Section 6.7(a) (except for any such payment obligation in respect of Excess Quarterly Dividends) shall be due on demandconstitute a “Reimbursement Obligation”. The foregoing obligations will survive any termination or discharge of this Agreement or Trust Securities.

Reimbursement Obligations. Borrower The Company hereby unconditionally and irrevocably agrees to reimburse each Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall reimburse Agent bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentwhom any such transferee may be acting), accountingthe Administrative Agent, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentan Issuing Lender, any Lender or any other Person, whether in connection with any Letter of their Affiliates may have with such professionals with respect to Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any other transaction). If, for any reason unrelated transactions (including inaccurate reporting on financial statements or a Compliance Certificateany underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), it is reasonably (iii) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a higher Applicable Margin should have applied to legal or equitable discharge of, or provide a period than was actually applied, then, following Agent’s consultation with Borrowerright of setoff against, the proper margin Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall be applied retroactively and Borrower shall immediately pay to Agent, for result in any liability of the Pro Rata benefit of Lenders, an amount equal Administrative Agent or any Lender to the difference between Company, or relieve the amount Company of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandany of its obligations hereunder to any such Person.

Reimbursement Obligations. Borrower Obligors shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesClaims promptly upon request. Borrower Obligors shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not limited to exceed one law firm counsel for Agent and one local counsel for Agent in each relevant jurisdiction, and, in the arrangers and Agent case of a conflict of interest, one additional primary counsel and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisalconsulting, consultingfield exam, quality of earning reporting, and other fees, costs reasonable and documented out-of-pocket (provided that the fees and expenses of any internal field examination shall be deemed to be out-of-pocket) fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; , and (c) subject to the limits of Section 10.1.1(b), each inspectionquality of earnings report, audit or appraisal examination with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s internal personnel or a third party. All legal, accounting and consulting fees shall may be charged to Borrower Obligors by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates or branches may have with such professionals with respect that otherwise might apply to this or any other transaction). Obligors acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateinformation in Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Obligors shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to ‎Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. Immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, if the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may its available cash on hand, (x) the Borrower will be deemed to have with given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such professionals with respect Unpaid Drawing (and the Administrative Agent shall promptly give notice to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Lenders of such deemed Notice of Borrowing), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied(y) the Lenders shall, thenunless they are legally prohibited from doing so, following Agent’s consultation with Borrower, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under ‎Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary ExpensesExpenses promptly upon written request (including documentation reasonably supporting such request). Borrower Borrowers shall also reimburse Agent for all reasonable, documented and (a) reasonable out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) legal, accounting, appraisal, consulting and other fees, costs and expenses in connection with administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), all fees, costs and expenses in connection with each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legalBorrowers acknowledge that counsel may provide Agent with a benefit (such as a discount, accounting and consulting fees shall be charged to Borrower by Agentcredit or accommodation for other matters) based on counsel’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that overall relationship with Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction)including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements in any Borrower Materials or a Compliance Certificateany Report), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower within two (2) Business Days of written notice from Agent the Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. If, for any reason (including inaccurate reporting in any Borrower Materials or any Report), it is determined that a lower Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively (such retroactivity not to exceed 90 days from the date of such determination) and Agent shall establish a credit for Borrowers in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid for such period to Lenders; provided that nonpayment of such amount by Borrowers as a result of any such inaccuracy shall not constitute a Default or Event of Default (whether retroactive or otherwise), and no such amount shall be deemed overdue (and no amount shall accrue interest at the applicable Default Rate), at any time prior to the third (3rd) Business Day following written notice thereof from Agent. All amounts payable by Borrower Borrowers under this Section shall be due on demandand payable promptly following demand therefor.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit by 2:00 P.M. (local time at the Notice Office) within one Business Day after the payment or Collateraldisbursement under such Letter of Credit (and the applicable LC Issuer shall give notice to the Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, whether prepared but in any event no later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s personnel such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a third party. All legal, accounting and consulting fees rate per annum that shall be charged the rate then applicable to Borrower by Agent’s professionals Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed within the time required pursuant to the foregoing, at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentthe Default Rate, any Lender such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or any disbursement in respect of their Affiliates may have with an Unpaid Drawing, the Borrower or the other relevant LC Obligor has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Revolving Lenders of such deemed Notice of Borrowing), then(y) the Revolving Lenders shall, following Agent’s consultation in accordance with Borrowerand subject to Section 2.05(g)(iii) and unless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent Administrative Agent, Lead Left Arranger and their respective Affiliates for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, audit consulting, due diligence, and other fees, costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) incurred by it Administrative Agent, Lead Left Arranger and their respective Affiliates in connection with (a) syndication and closing of the Revolver Commitments credit facilities provided for herein (including, without limitation, reasonable and documented out-of-pocket fees, disbursements and charges of one firm of counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, and one firm of local counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, in each appropriate jurisdiction, and in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction) and 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 Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder to the extent not maintained by the applicable Obligors as required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Administrative Agent’s personnel or a third party. All legal; provided that reasonable and documented out-of-pocket legal fees, accounting disbursements and consulting fees charges shall be charged limited to Borrower one firm of counsel to Administrative Agent and the Lenders taken as a whole and an additional local law firm in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest as determined by Agentthe affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction. Borrowers acknowledge that counsel may provide Administrative Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that overall relationship with Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction)including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements in any Borrower Materials or a Compliance CertificateReport), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Administrative Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidpaid for such period. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements statements, a Borrowing Base Certificate, or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin or Unused Line Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand. If within thirty (30) days after the end of any month it is determined that a lower Applicable Margin or Unused Line Margin should have applied to the prior month than was actually applied, and Borrower Agent sends notice to Agent within such thirty (30) days, the Borrowers shall receive a credit from Agent in an amount equal to the difference between the amount actually paid for such month and the amount of interest and fees that would have accrued using the proper margin.

Reimbursement Obligations. Borrower Obligors shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon written request (including documentation reasonably supporting such request). Borrower Borrowers shall also reimburse (a) (i) Agent (and with respect to clause (a)(i)(B), during the continuation of an Event of Default, the Lenders) for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs fees and expenses (which in the case of clauses (A) and (B) of this Section 3.4(a)(i), includes such fees and expenses of one (1) lead counsel for Agent and Lenders, one (1) additional local counsel in each applicable jurisdiction, and with respect to clause (a)(i)(B), solely in the case of a conflict of interest, one (1) additional counsel to Agent and the affected Lenders) incurred by it in connection with (aA) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; and (bB) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (cb) subject to the limits of Section 10.1.1(b), each inspection, audit Agent for all reasonable and documented fees and expenses associated with any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s personnel or a third party. All legal; and (c) while an Event of Default exists, accounting Agent for all reasonable and consulting documented out-of-pocket fees shall be charged to Borrower and expenses of other advisors and professional engaged by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately promptly pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demandpromptly following written demand as set forth herein.

Reimbursement Obligations. Upon receipt by the Agent from the beneficiary of a Letter of Credit of any demand for payment under such Letter of Credit, the Agent shall promptly notify the Borrower shall reimburse of the amount to be paid by the Agent as a result of such demand (the “Reimbursement Obligations”) and the Lenders for all Extraordinary Expensesdate on which payment is to be made by the Agent to such beneficiary in respect of such demand; provided, however, the Agent’s failure to give, or delay in giving, such notice shall not discharge the Borrower in any respect from the applicable Reimbursement Obligation. The Borrower shall also hereby unconditionally and irrevocably agrees to pay and reimburse the Agent for all reasonablethe amount of each demand for payment under such Letter of Credit on or prior to the date on which payment is to be made by the Agent to the beneficiary thereunder, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdictionwithout presentment, if reasonably requested by Agent)demand, accounting, appraisal, consulting, and protest or other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation formalities of any Loan Documents, including any amendment or kind (other modification thereof; (b) administration than notice as provided in this subsection). In the case of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal an LC Disbursement with respect to any Obligor Letter of Credit denominated in an Alternative Currency, the Borrower shall reimburse the Agent in such Alternative Currency, unless (A) such Agent (at its option) shall have specified in such notice that it will require reimbursement in Dollars, or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless (B) in the absence of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, requirement for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrowerreimbursement in Dollars, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agenthave notified the Agent promptly following receipt of the notice of drawing that the Borrower will reimburse the Agent in Dollars. In the case of any such reimbursement in Dollars of an LC Disbursement under a Letter of Credit denominated in an Alternative Currency, for the Pro Rata benefit Agent shall notify the Borrower of Lenders, an amount equal to the difference between Dollar Equivalent of the amount of interest and fees the LC Disbursement promptly following the determination thereof. Upon receipt by the Agent of any payment in respect of any Reimbursement Obligation, the Agent shall promptly pay to each Revolving Credit Lender that would have accrued using has acquired a participation therein under the proper margin and the amount actually paid. All amounts payable by Borrower under this second sentence of Section shall be due on demand2.2(i) such Revolving Credit Lender’s Dollar Revolving Commitment Percentage or Alternative Currency Revolving Commitment Percentage, as applicable, of such payment.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses reasonably incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor Credit Party or Collateral, whether prepared by Agent’s personnel or a third party. All legal; provided, accounting however, that (i) prior to any Event of Default, Borrowers’ obligations to reimburse Agent for the fees and consulting fees expenses of counsel shall be charged limited to Borrower one counsel selected by Agent and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of Agent’s professionals at their full hourly rates, regardless representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest and (ii) during any Event of Default, Borrowers’ obligations to reimburse Agent for the fees and expenses of counsel shall be limited to one counsel for Agent and one counsel for Lenders and to the extent necessary, one special or local counsel in each appropriate jurisdiction unless, in the reasonable opinion of any reduced Lender, representation of all such Indemnitees would be inappropriate due to the existence of an actual or alternative fee billing arrangements that Agent, any Lender or any potential conflict of their Affiliates may have with such professionals with respect to this or any other transaction)interest. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders each Lender for all Extraordinary Expenses, except to the extent provided to the contrary in Section 14.2. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements statements, a Borrowing Base Certificate, or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin or Unused Line Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unreimbursed Drawing with respect to any Letter of Credit immediately after, and in any event, if notice is given to the Borrower by 11:00 A.M., on the date on which, or if notice is given after 11:00 A.M., on the next succeeding Business Day, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. If the Borrower fails to so reimburse the LC Issuer by Agent’s professionals such date, the Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unreimbursed Drawing (and the Administrative Agent shall promptly give notice to the Revolving Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date required, regardless interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any Lender or any of their Affiliates may have with such professionals with respect interest also to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall (i) The Borrowers hereby agree to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to such Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in U.S. Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless of any reduced from the date paid or alternative fee billing arrangements disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that Agentshall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any Lender such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or any the relevant LC Obligor have not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of such professionals with respect Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesuch Borrower), it (x) such Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is reasonably determined that a higher Applicable Margin should have applied not required to a period than was actually appliedcomply with the requirements specified in Section 2.06), then, following Agent’s consultation with Borrower, (y) the proper margin Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under Borrowers in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent for all reasonablecosts of field exams that Agent is entitled to conduct pursuant to Section 10.1.1 (including internally allocated costs thereof) and shall reimburse Agent and, documented in the case of clause (a) below, each Lead Arranger, for all reasonable and documented, out-of-pocket legal costs and expenses (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)including all legal, accounting, appraisal, consulting, consulting fees and other fees, costs and expenses expenses) incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of the Commitment Letter, any Loan Documents, including any amendment or other modification thereof, and the syndication of the Loans and Commitments by the Lead Arrangers; (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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b)10.1.1, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party; provided that Borrowers’ 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 Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section 3.4 shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent and its Affiliates for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it Agent or any such Affiliate in connection with (a) syndication negotiation, preparation, and enforcement of the Revolver Commitments and negotiation and preparation of any due diligence relating to 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; (c) syndication and administration of the Loan Documents and Obligations thereunder; and (cd) subject to the limits of Section 10.1.1(b), each inspection, field examination, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third partyparty (including Agent’s standard charges for field examinations and per diem charges and out-of-pocket expenses for Agent’s employees performing such field examinations). All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s or its Affiliate’s (as applicable) professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Whenever a Letter of Credit is drawn, Borrower shall immediately reimburse the LC Issuer for the amount drawn. In the event that the amount drawn is not reimbursed by Borrower within one Business Day of the drawing of such Letter of Credit, Borrower shall be deemed to have requested a Revolving Loan in the amount drawn. The LC Issuer shall promptly deliver written notice of such drawing to Borrower, Agent and the Lenders for all Extraordinary ExpensesLenders. Borrower Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Such Revolving Loan shall also reimburse Agent for all reasonablebe evidenced by the Revolving Credit Notes. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.02(a) when required by this Section 2.02(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, documented including, without limitation, the occurrence and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consultingcontinuance of a Default or Event of Default, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay its payment to Agent, for the Pro Rata benefit account of Lendersthe LC Issuer, an amount equal of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender’s Revolving Credit Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the difference between proceeds of any borrowing pursuant to this paragraph to reimburse, in full, the LC Issuer for the amount drawn on such Letter of interest and fees that would have accrued using the proper margin Credit and the amount actually paidLC Issuer shall apply such proceeds to repay in full such amount. All amounts payable by Borrower under this Section Each such Revolving Loan shall be due deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each Lender is hereby authorized to record on demandits records relating to its Revolving Credit Note such Lender’s pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit by 2:00 P.M. (local time at the Notice Office) within one Business Day after the payment or Collateraldisbursement under such Letter of Credit (and the applicable LC Issuer shall give notice to the Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, whether prepared but in any event no later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s personnel such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a third party. All legal, accounting and consulting fees rate per annum that shall be charged the rate then applicable to Borrower by Agent’s professionals Revolving Loans pursuant to Section 2.8(a)(i) that are Base Rate Loans or, if not reimbursed within the time required pursuant to the foregoing. at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentthe Default Rate, any Lender such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or any disbursement in respect of their Affiliates may have with an Unpaid Drawing, the Borrower or the other relevant LC Obligor has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Revolving Lenders of such deemed Notice of Borrowing), then(y) the Revolving Lenders shall, following Agent’s consultation in accordance with Borrowerand subject to Section 2.4(g)(iii) and unless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.2), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower shall reimburse the Administrative Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse the Administrative Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisalexamination, consulting, and other reasonable and documented fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal examination with respect to any Obligor or Collateral, whether prepared by the Administrative Agent’s personnel or a third partyparty (in the case of legal fees and expenses, subject to the immediate following sentence). All legal, legal and accounting and consulting fees incurred by Agent Professionals shall be charged to Borrower at the actual rate charged by Agentsuch Agent Professionals; provided, that Xxxxxxxx’s professionals at their full hourly ratesobligation to reimburse the Administrative Agent for legal fees and expenses shall be limited to the reasonable and documented legal fees and expenses of one primary counsel, regardless and one local counsel in each relevant jurisdiction, and one special counsel (the appointment of any reduced such special counsel to be subject to the reasonable consent of Obligors, so long as not unreasonably withheld, conditioned or alternative fee billing arrangements that delayed) for each relevant specialization for which the Administrative Agent deems necessary or appropriate. In addition to the Extraordinary Expenses of the Administrative Agent, any upon the occurrence and during the continuance of an Event of Default, Borrower shall reimburse each Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason reasonable out-of-pocket fees, charges and disbursements (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrowerwithout limitation, the proper margin shall be applied retroactively reasonable, documented, and Borrower shall immediately pay to Agentout-of-pocket fees, charges and disbursement of one primary outside legal counsel for all of the Pro Rata benefit Lenders) incurred by it in connection with the enforcement, collection or protection of Lendersits rights under the Loan Documents, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidincluding all such expenses incurred during any workout, restructuring or Insolvency Proceeding. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower Obligors shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Obligors shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other reasonable and documented fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All reasonable and documented legal, accounting and consulting fees shall be charged to Borrower Obligors by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction)transactions. Obligors acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Obligors Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Obligors shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Obligors under this Section shall be due on demand.

Reimbursement Obligations. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse each Issuing Lender for any amounts paid by such Issuing Lender upon any drawing under any Existing Letter of Credit and reimburse the Administrative Agent upon any payment made by the Administrative Agent pursuant to an LC Support Agreement, together with any and all reasonable charges and expenses which the Lenders Issuing Lender or Administrative Agent respectively may pay or incur relative to such drawing or payment and interest on the amount drawn or paid at the rate applicable to Revolving Base Rate Loans for each day from and including the date such amount is drawn or paid to but excluding the date such reimbursement payment is due and payable. Such reimbursement payment shall be due and payable (i) at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender or Administrative Agent (as the case may be) notifies the Borrower of such drawing or payment; provided that no payment otherwise required by this sentence to be made by the Borrower at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on any day shall be overdue hereunder if arrangements for such payment satisfactory to the applicable Issuing Lender or the Administrative Agent, in its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (Chicago time or the relevant local time, as applicable) on such day and such payment is actually made at or before 3:00 P.M. (Chicago time or the relevant local time, as applicable) on such day. In addition to the foregoing, the Borrower agrees to pay to the Issuing Lender and Administrative Agent interest, payable on demand, on any and all Extraordinary Expenses. amounts not paid by the Borrower shall also reimburse to the Issuing Lender or the Administrative Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentas applicable) when due under this subsection (g), accounting, appraisal, consulting, for each day from and other fees, costs and expenses incurred by it including the date when such amount becomes due to but excluding the date such amount is paid in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateralfull, whether prepared by Agent’s personnel before or after judgment, at a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount rate per annum equal to the difference between sum of 2.00% plus the amount rate applicable to Revolving Base Rate Loans for such day. Subject to the satisfaction of interest and fees that would have accrued using all applicable conditions set forth in Article IV, the proper margin and Borrower may, at its option, utilize the amount actually paidSwingline Commitment or the Revolving Commitments, or make other arrangements for payment satisfactory to the Issuing Lender or the Administrative Agent, (as applicable) for the reimbursement of all LC Disbursements as required by this subsection (g). All amounts payable Each reimbursement payment to be made by the Borrower under pursuant to this Section subsection (g) shall be due on demandmade to the Issuing Lender or the Administrative Agent (as applicable) in Federal or other funds immediately available to it at its address referred to in Section 10.01.

Reimbursement Obligations. In the event that any amount is drawn under a Letter of Credit by the beneficiary thereof, the Borrower shall reimburse Agent the Issuing Lender by having such amount drawn treated as an outstanding Base Rate Loan under this Agreement (the Borrower being deemed to have requested a Base Rate Loan on such date in an amount equal to the amount of such drawing and such amount drawn shall be treated as an outstanding Base Rate Loan under this Agreement) and the Lenders for all Extraordinary Expenses. Borrower Agent shall also reimburse Agent for all reasonablepromptly notify each Lender by telex, documented and out-of-pocket legal telecopy, telegram, telephone (not to exceed one law firm for the arrangers and Agent and one additional local counsel confirmed in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consultingwriting) or other similar means of transmission, and other fees, costs each Lender shall promptly and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject unconditionally pay to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of LendersIssuing Lender’s own account, an amount equal to such Lender’s Commitment Percentage of such Letter of Credit (to the difference between extent of the amount drawn). If and to the extent any Lender shall not make such amount available on the Business Day on which such draw is funded (either pursuant to this Section or pursuant to §3.7), such Lender agrees to pay such amount to the Agent forthwith on demand, together with interest thereon, for each day from the date on which such draw was funded until the date on which such amount is paid to the Agent, at the Federal Funds Effective Rate until three (3) days after the date on which the Agent gives notice of such draw and at the Federal Funds Effective Rate plus one percent (1%) for each day thereafter. Further, such Lender shall be deemed to have assigned any and all payments made of principal and interest on its Revolving Credit Loans, amounts due with respect to its participations in Letters of Credit and any other amounts due to it hereunder to the Agent to fund the amount of interest and fees that would have accrued using any drawn Letter of Credit which such Lender was required to fund pursuant to this §3.6 until such amount has been funded (as a result of such assignment or otherwise). In the proper margin and event of any such failure or refusal, the provisions of §5.7 shall govern the priority of payments to such Lender. The failure of any Lender to make funds available to the Agent in such amount actually paid. All amounts payable by Borrower under shall not relieve any other Lender of its obligation hereunder to make funds available to the Agent pursuant to this Section shall be due on demand§3.6.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unreimbursed Drawing with respect to any Letter of Credit immediately after, and in any event, if notice is given to the Borrower by 11:00 A.M., on the date on which, or if notice is given after 11:00 A.M., on the next succeeding Business Day, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer. If the Borrower fails to so reimburse the L/C Issuer by Agent’s professionals such date, the Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unreimbursed Drawing (and the Revolver Administrative Agent shall promptly give notice to the Revolving Lenders of such deemed Notice of Borrowing), the Revolving Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unreimbursed Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement. To the extent such Unreimbursed Drawing is not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date required, regardless interest on such Unreimbursed Drawing shall accrue, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement because the Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any Lender or any of their Affiliates may have with such professionals with respect interest also to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent Upon an Issuing Lender’s determination that documents presented by the Letter of Credit beneficiary or transferee thereof for payment under a Letter of Credit are in compliance with the terms and conditions thereof, the applicable Issuing Lender will promptly notify the Company and the Lenders for all Extraordinary ExpensesAdministrative Agent that compliant documents have been received and informing them of the Honor Date. Borrower The Company shall also reimburse Agent for all reasonable(or, documented and out-of-pocket legal (not to exceed one law firm if the applicable Letter of Credit was issued jointly for the arrangers account of the Company and a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender through the Administrative Agent prior to 11:00 a.m. (Local Time) on each date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the applicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in the same currency as was paid by such Issuing Lender or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date on which the Company receives notice of the amount so paid by such Issuing Lender (and one additional local counsel such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuing Lender shall agree) on the Dollar Equivalent of the amount so reimbursed). If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit by the time specified in the previous sentence, at the option of the applicable Issuing Lender, the Administrative Agent will promptly notify each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consultingRevolving Lender thereof, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees Company shall be charged deemed to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements have requested that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, Base Rate Revolving Loans in an amount equal to the difference between Dollar Equivalent of such unreimbursed amount be made by Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) on any Business Day, on the immediately following Business Day, subject to the amount of interest the unutilized portion of the Revolving Commitment and fees that would have accrued using subject to the proper margin and conditions set forth in Section 11.2). Any notice given by an Issuing Lender or the amount actually paid. All amounts payable by Borrower under Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the lack of such an immediate confirmation shall be due on demandnot affect the conclusiveness or binding effect of such notice.

Reimbursement Obligations. Borrower The Company hereby unconditionally and irrevocably agrees to reimburse the applicable Issuing Lender through the Administrative Agent for each payment or disbursement made by such Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case by noon on the date that such payment or disbursement is made (the “Honor Date”) or, if the Company does not receive notice of such payment by 10:00A.M. on the Honor Date, by noon on the Business Day following the Honor Date. If the Company fails to reimburse the L/C Issuer by the date and time specified in the preceding sentence, the Administrative Agent shall reimburse Agent promptly notify each Lender of the amount of the unreimbursed drawing (the “Unreimbursed Amount”) and the Lenders for all Extraordinary Expensesamount of such Lender’s Percentage thereof. Borrower shall also reimburse Agent for all reasonableIn such event, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees Company shall be charged deemed to Borrower by Agent’s professionals at their full hourly rates, regardless have requested a borrowing of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with Revolving Loans to be disbursed on such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, date in an amount equal to such Unreimbursed Amount, without regard to the difference between minimum and multiples specified in Section 2.2 for the principal amount of Base Rate Loans, but subject to the amount of interest and fees that would have accrued using the proper margin unutilized portion of the Commitment Amount and the conditions set forth in Section 11.2.1. Any amount actually paid. All amounts not reimbursed on the Honor Date shall bear interest from the Honor Date to the date that such Issuing Lender is reimbursed by the Company therefor, payable by Borrower under this Section shall be due on demand, at a rate per annum equal to the Base Rate from time to time in effect plus, beginning on the third Business Day after receipt of notice from the Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders each Co-Collateral Agent for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonablereasonable and documented legal fees of one outside counsel, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdictionrelevant jurisdiction (as determined by the Agent in its reasonable discretion), if one special or regulatory counsel in respect of each matter (as reasonably requested required by the Agent) and one conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting, consulting and other reasonable and documented fees, out-of-pocket costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and syndication, 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 Documents, and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legalBorrowers shall also reimburse Lenders for all costs and expenses incurred by them (but limited to legal fees of one outside counsel for all Lenders, accounting one local counsel in each relevant jurisdiction (as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Lenders) and consulting fees shall be charged to Borrower one conflict of interest counsel (as determined by Agent’s professionals at their full hourly rates, regardless any Lender in its reasonable discretion)) during the occurrence and continuance of an Event of Default in connection with the enforcement or preservation of any reduced or alternative fee billing arrangements that Agent, any Lender rights under this Loan Agreement or any of their Affiliates may have the other Loan Documents. Borrowers shall also reimburse each Co-Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with such professionals (a) syndication, negotiation and preparation of any Loan Documents, including any amendment, waiver, consent, supplement, restatement or other modification thereof or thereto; and (b) administration and enforcement of and actions relating to any Collateral, Loan Documents, and transactions contemplated thereby. Borrowers shall also reimburse the Tranche A-1 Documentation Agent for all reasonable and documented legal fees of one outside counsel incurred by it on behalf of the Tranche A-1 Lenders in connection with respect any Insolvency Proceeding or after the occurrence and during the continuance of an Event of Default under (i) Section 11.1(a) or (ii) Section 11.1(c) (in the case of this clause (ii) as a result of a failure to this or any other transaction). Ifcomply with Section 8.1, for any reason (including inaccurate reporting on financial statements or a Compliance CertificateSection 10.1.2(n), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually appliedSection 10.1.2(o), then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidor Section 10.3). All amounts payable reimbursable by Borrower Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be due on demandpayable within ten Business Days after presentation by Agent to Borrowers of a reasonably detailed itemization of such amounts.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. While an Event of Default exists, Borrowers shall pay all out of pocket expenses incurred by any Lender or any Issuing Bank (including the fees, charges and disbursements of any counsel for any Lender or any Issuing Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, or (B) in connection with the Revolver Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Revolver Loans or Letters of Credit. All legal, accounting and consulting fees shall may be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit promptly after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) Each Revolving Facility Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Revolving Facility Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor or CollateralRevolving Facility Letter of Credit immediately after, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of in any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals event (x) with respect to this any Revolving Facility Letter of Credit denominated in Dollars, on the date on which, and (y) with respect to any Revolving Facility Letter of Credit denominated in a Designated Foreign Currency, within two Business Days of the date on which such LC Issuer notifies the Company (or any such other transactionLC Obligor for whose account such Revolving Facility Letter of Credit was issued (each being a “Notifiable Party”). If) of such payment or disbursement (in the case of each of clauses (x) and (y), for each an “Applicable Reimbursement Date”, (which notice to the Notifiable Parties shall be delivered reasonably promptly after any reason such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated, with, provided that the LC Issuer has already notified the Notifiable Parties that reimbursement is required, interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including inaccurate reporting the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor (by utilization of a drawing under the Revolving Facility or otherwise) at a rate per annum that shall be the rate then applicable to Revolving Loans that are US Base Rate Loans, any such interest also to be payable on financial statements demand; provided, however, that if the LC Issuer does not give the applicable Revolving Facility Borrower notice by 10:00 AM, such Applicable Reimbursement Date shall be the next succeeding Business Day and accordingly interest on the amount paid or disbursed by the LC Issuer shall not begin to accrue until such day.. If by 11:00 A.M. on the Business Day immediately following the Applicable Reimbursement Date, the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on hand or a Compliance Certificatecontemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), it (x) the Company, or if the LC Obligor is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Foreign Revolving Facility Borrower, such Foreign Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the proper margin Global Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one Business Day after such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateraldisbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably promptly after any such payment or disbursement), whether prepared such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by Agent’s personnel such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Term SOFR Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such reimbursement out of their available cash on hand or a third party. All legalcontemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), accounting (x) the Borrower will be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and consulting fees the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateconsidered made under Section 2.02), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, and (z) the proper margin proceeds of such Revolving Loans shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by applicable Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Each Borrower shall reimburse the Agent and the Lenders for all Extraordinary Expenses incurred by the Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses. , such Borrower shall also reimburse the Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other documented fees, costs and expenses expenses, without duplication, incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any CollateralCollateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor Loan Party within such Borrower’s related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by Agentsuch Agent Professionals. The Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that overall relationship with the Agent, any Lender or any including fees paid hereunder. In addition to the Extraordinary Expenses of their Affiliates may have with such professionals with respect to this or any other transaction). Ifthe Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall reimburse the Lenders for any reason (including inaccurate reporting on financial statements reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or a Compliance Certificate)its related Loan Party Group Obligations or Collateral of its related Loan Party Group, it is reasonably determined provided that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin such Lenders shall be applied retroactively and Borrower shall immediately pay entitled to Agent, reimbursement for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.no 83

Reimbursement Obligations. Borrower If any Issuing Lender shall make any LC Disbursement, such Issuing Lender shall promptly notify the Company and the Administrative Agent of such LC Disbursement, and the Company shall reimburse such Issuing Lender through the Administrative Agent in an amount equal to such LC Disbursement by paying such Issuing Lender through the Administrative Agent in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 2:00 p.m. (New York City time) on the Business Day immediately following the date that such Issuing Lender notifies the Company that such LC Disbursement is made by such Issuing Lender or (ii), if the Company shall have received notice of such LC Disbursement later than 2:00 p.m. (New York City time) on any Business Day or on a day that is not a Business Day, not later than 2:00 p.m. (New York City time) on the immediately following Business Day. If the Company fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Lenders Administrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Company in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Company shall be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonablea Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentas applicable), accounting(y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, appraisal, consulting, such Revolving Advance shall be made as provided in Sections 2.01 and other fees, costs and expenses incurred by it in connection with (a) syndication 2.02 except that the amount of such Revolving Advance shall be disbursed to the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; applicable Issuing Lender and (cz) such Revolving Advance shall be subject to and governed by the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or terms and conditions hereof. In the event a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including inaccurate reporting as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender through the Administrative Agent in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the applicable Issuing Lender by such Lender on financial statements or a Compliance Certificatethe date such payment is due (the “due date”), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin applicable Issuing Lender shall be applied retroactively entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and Borrower shall immediately pay a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Promptly following receipt by the Administrative Agent of any payment from the Company pursuant to Agentthis Section 2.09, for the Pro Rata benefit of Lenders, an amount equal to the difference between extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then the amount Administrative Agent shall distribute such payment received from the Company to such Lenders as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not relieve the Company of interest its obligation to reimburse such LC Disbursement. Each Lender acknowledges and fees agrees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower its obligations under this Section 2.09 shall survive the payment by the Company of all LC Disbursements and any termination of this Agreement. Without limiting the foregoing, in the event that any reimbursement of an LC Disbursement by the Company to any Issuing Lender is required to be repaid to the Company (pursuant to a proceeding in bankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the portion of such repaid amount as shall be due on demanddetermined in accordance with this Section 2.09.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively upon Agent’s concurrent notice to Borrower (unless such notice could reasonably be expected to violate the automatic stay or the functional equivalent in any Insolvency Proceeding, in which case no such notice shall be required) and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower The Borrowers shall reimburse the Agent and the Lenders for all Extraordinary Expenses incurred by the Agent in reference to the Borrowers, the other Loan Parties, the Obligations or the Collateral. In addition to such Extraordinary Expenses. Borrower , the Borrowers shall also reimburse the Agent and, in the case of clause (a) below only, each Joint Lead Arranger, for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other reasonable and documented fees, costs and expenses expenses, without duplication, incurred by it them in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection therewith 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 the Agent in connection with the Loan Documents incurred prior to the Closing Date; (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 the 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 10.1.1(b), each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party or Collateralthe Collateral (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by the Agent’s personnel or a third partyparty (subject to the limitations of Section 10.1.14). All legal, accounting reasonable and consulting documented out-of-pocket legal fees incurred by Agent Professionals and payable hereunder shall be charged to Borrower the Borrowers at the actual rate charged by Agent’s professionals at their full hourly ratessuch Agent Professionals; provided that Borrowers’ obligation to reimburse the Agent for legal fees shall be limited to the reasonable and documented legal fees and expenses of Lxxxxx & Wxxxxxx, regardless of any reduced or alternative fee billing arrangements that LLP, counsel to the Agent, any Lender or any a replacement or substitute counsel therefor in the U.S. and, if necessary, one local counsel in each other relevant jurisdiction, including within the U.S. (which may include a local counsel acting in multiple jurisdictions). In addition to the Extraordinary Expenses of the Agent, upon the occurrence and during the continuance of an Event of Default, Borrowers shall reimburse the Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one U.S. counsel (and, if necessary, of one local counsel in each other relevant jurisdiction, including within the U.S. (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 protection of their Affiliates respective rights under the Loan Documents (unless there is an actual or perceived conflict of interest, in which case the affected Fronting Banks and Lenders (taken as a whole) may have with such professionals with respect to this or any other transactionretain one additional counsel in each relevant jurisdiction, including within the U.S. (which may include a local counsel acting in multiple jurisdictions). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate)), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually appliedincluding all such expenses incurred during any workout, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidrestructuring or Insolvency Proceeding. All amounts payable by Borrower Borrowers under this Section 3.4 shall be due on demandand payable in accordance with Section 3.3.

Reimbursement Obligations. Each Borrower shall reimburse the Agent and the Lenders for all Extraordinary Expenses incurred by the Agent in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses. , such Borrower shall also reimburse the Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other documented fees, costs and expenses expenses, without duplication, incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any CollateralCollateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor Loan Party within such Borrower’s related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations, whether prepared by the Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees and expenses incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to such Borrower at the actual rate charged by Agentsuch Agent Professionals. The Borrowers acknowledge that counsel may provide the Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that overall relationship with the Agent, including fees paid hereunder. In addition to the Extraordinary Expenses of the Agent, after the occurrence and during the continuance of an Event of Default, each Borrower shall reimburse the Lenders for any Lender reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or any its related Loan Party Group Obligations or Collateral of their Affiliates may have with its related Loan Party Group, provided that such professionals with respect Lenders shall be entitled to this or any other transaction)reimbursement for no more than one counsel representing all such Lenders. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower the Borrowers shall immediately pay to the Agent, for the Pro Rata benefit of the Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower the Borrowers under this Section 3.4 shall be due on demandand payable in accordance with Section 3.3.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Administrative Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Administrative Agent’s personnel or a third party; provided that reasonable and documented legal fees shall be limited to one firm of counsel to the Administrative Agent and the Lenders taken as a whole and an additional local law firm in each applicable jurisdiction and, in the case of an actual or perceived conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each applicable jurisdiction. All reasonable and documented legal, accounting and consulting fees shall be charged to Borrower Borrowers by Administrative Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge that counsel may provide Administrative Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Administrative Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Administrative Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and the Lenders each Lender for all Extraordinary Expenses incurred by Agent or such Lender in reference to such Borrower Group or its related Obligations or Collateral. In addition to such Extraordinary Expenses. Borrower , such Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any CollateralCollateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) subject to the any limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor within such Borrowers’ related Obligor Group or CollateralCollateral securing such Obligor Group’s Obligations, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements statements, a Borrowing Base Certificate, or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin Margin, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, or U.K. Unused Line Fee Rate should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower the applicable Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Applicable Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof, subject, in the case of costs and expenses incurred through the Closing Date, to the letter agreement dated February 19, 2015, between Agent and Parent; (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 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 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s 's personnel or a third party. While an Event of Default exists, Borrowers shall pay all out of pocket expenses incurred by any Lender or any Issuing Bank (including the fees, charges and disbursements of any counsel for any Lender or any Issuing Bank) in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, or (B) in connection with the Revolver Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such Revolver Loans or Letters of Credit. All legal, accounting and consulting fees shall may be charged to Borrower Borrowers by Agent’s 's professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower Obligors shall reimburse Agent and pay all Claims within 10 days of receipt of a reasonably detailed written request therefor from the Lenders for all Extraordinary Expensesrequesting Person. Borrower Obligors shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) the administration of and actions relating to any Collateral, Loan Documents and the transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder that the Obligors fail to maintain or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Obligors by Agent’s professionals at their full then applicable hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Obligors acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateinformation in Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately within 10 days following Agent’s demand therefor pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Obligors under this Section shall be due on demandwithin 10 days in accordance with Section 3.3. This Section 3.4 shall be subject to the Legal Expenses Limitation.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent and Security Trustees, upon presentation of a summary statement, for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s or any Security Trustee’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s or the applicable Security Trustee’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Security Trustee, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction. Borrowers acknowledge that counsel may provide Agent or one or more of the Security Trustee’s with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Agent or such Security Trustee(s), including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication The Borrower hereby agrees to reimburse (or cause any Letter of Credit Obligor for whose account a Letter of Credit was issued (or deemed issued) to reimburse) each Letter of Credit Issuer, by making payment directly to such Letter of Credit Issuer in immediately available funds at the Revolver Commitments and negotiation and preparation payment office of such Letter of Credit Issuer, for 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower (or any such other Letter of Credit Obligor for whose account such Letter of Credit was issued (or Collateral, whether prepared by Agent’s personnel deemed issued)) of such payment or a third party. All legal, accounting and consulting fees disbursement (which notice to the Borrower (or such other Letter of Credit Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable Letter of Credit Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such Letter of any reduced Credit Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.8(a)(i) that are Base Rate Loans or, if not reimbursed on the date of such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or any the relevant Letter of their Affiliates may have with Credit Obligor has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.2), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable Letter of Credit Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower (i) The L/C Issuer shall reimburse give prompt notice to Agent and of each payment under an L/C by the Lenders L/C Issuer for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this drafts drawn or any other transaction). If, for any reason (including inaccurate reporting on financial statements amount paid or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin disbursed under an L/C. Borrower shall be applied retroactively and Borrower shall immediately pay obligated to reimburse Agent, for the Pro Rata benefit account of Lendersthe L/C Issuer, in immediately available funds at the address set forth below the L/C Issuer’s signature to this Agreement, on the day of each payment under an L/C issued by the L/C Issuer for drafts drawn and any other amounts paid or disbursed under such L/C (all such amounts so drawn, paid or disbursed until reimbursed are hereinafter referred to as “Unreimbursed Drawings”); provided that if any such Unreimbursed Drawings are not so reimbursed on the date of any drafts drawn, Borrower’s reimbursement obligation in respect of such Unreimbursed Drawings shall be funded on such date (or on the next succeeding Banking Day, if applicable, as described in the last sentence of this clause (c)(i)) with the borrowing of Base Rate Loans (each such borrowing a “Mandatory L/C Borrowing”) in the full amount equal to of the difference between Unreimbursed Drawings from all Banks based on each Bank’s pro rata share of the Aggregate Commitments. Agent shall promptly notify the L/C Issuer of the amount of interest any Unreimbursed Drawings and fees that would have accrued using Agent shall promptly notify the proper margin and Banks of the amount actually paidof the related Mandatory L/C Borrowing not later than 2:00 p.m. (New York City time) on the date on which such Mandatory L/C Borrowing is to be made. All amounts Each Bank hereby irrevocably agrees to make Loans pursuant to each Mandatory L/C Borrowing in the amount, and not later than 5:00 p.m. (New York City time) on the date, and in the manner specified in the preceding sentence, notwithstanding (A) that the amount of the Mandatory L/C Borrowing may not comply with the minimum amount for borrowings otherwise required hereunder, (B) whether any conditions specified in Article III are then satisfied, (C) whether a Default or an Event of Default then exists, (D) the date of such Mandatory L/C Borrowing and (E) any reduction in the Aggregate Commitments after any such L/C was issued. If Agent delivers the above-described notice to any Bank later than 2:00 p.m. (New York City time) on the date of the required Mandatory L/C Borrowing, then such Bank shall not be obligated to effect such Mandatory L/C Borrowing until the next succeeding Banking Day (but not later than 5:00 p.m. (New York City time)), and interest on the amount of the related Unreimbursed Drawing, at the rate of interest then applicable to Base Rate Loans, shall accrue and be payable by Borrower under this Section shall be (for the account of the L/C Issuer to the extent that such Unreimbursed Drawing has not been reimbursed in full) on the date on which interest on Base Rate Loans next becomes due on demandand payable.

Reimbursement Obligations. If any Issuing Lender shall make any LC Disbursement, such Issuing Lender shall notify the Borrower of such LC Disbursement, and the Borrower shall reimburse Agent such Issuing Lender in an amount equal to such LC Disbursement by paying such Issuing Lender in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 12:00 noon (San Francisco time) on the date that such LC Disbursement is made by such Issuing Lender or (ii), if the Borrower shall have received notice of such LC Disbursement later than 12:00 noon (San Francisco time) on any Business Day or on a day that is not a Business Day, not later than 12:00 noon (San Francisco time) on the immediately following Business Day. If the Borrower fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Lenders for all Extraordinary ExpensesAdministrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Borrower shall also reimburse Agent be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for all reasonablea Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentas applicable), accounting(y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, appraisal, consulting, such Revolving Advance shall be made as provided in Sections 2.01 and other fees, costs and expenses incurred by it in connection with (a) syndication 2.02 except that the amount of such Revolving Advance shall be disbursed to the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; applicable Issuing Lender and (cz) such Revolving Advance shall be subject to and governed by the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or terms and conditions hereof. In the event a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including inaccurate reporting as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the applicable Issuing Lender by such Lender on financial statements or a Compliance Certificatethe date such payment is due (the “due date”), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin applicable Issuing Lender shall be applied retroactively entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Promptly following receipt by the applicable Issuing Lender of any payment from the Borrower shall immediately pay pursuant to Agentthis Section 2.09, for the Pro Rata benefit of Lenders, an amount equal to the difference between extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then such Issuing Lender shall distribute such payment received from the amount Borrower to such Lenders as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not relieve the Borrower of interest its obligation to reimburse such LC Disbursement. Each Lender acknowledges and fees agrees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower its obligations under this Section 2.09 shall survive the payment by the Borrower of all LC Disbursements and any termination of this Agreement. Without limiting the foregoing, in the event that any reimbursement of an LC Disbursement by the Borrower to any Issuing Lender is required to be repaid to the Borrower (pursuant to a proceeding in bankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the portion of such repaid amount as shall be due on demanddetermined in accordance with this Section 2.09.

Reimbursement Obligations. Borrower The Company hereby unconditionally and irrevocably agrees to reimburse each Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall reimburse bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin from time to time in effect plus, beginning on the third (3rd) Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and Administrative Agent and whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentwhom any such transferee may be acting), accountingAdministrative Agent, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentan Issuing Lender, any Lender or any other Person, whether in connection with any Letter of their Affiliates may have with such professionals with respect to Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any other transaction). If, for any reason unrelated transactions (including inaccurate reporting on financial statements or a Compliance Certificateany underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), it is reasonably (iii) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a higher Applicable Margin should have applied to legal or equitable discharge of, or provide a period than was actually applied, then, following Agent’s consultation with Borrowerright of setoff against, the proper margin Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit result in any liability of Lenders, an amount equal Administrative Agent or any Lender to the difference between Company, or relieve the amount Company of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandany of its obligations hereunder to any such Person.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. The Borrower shall reimburse Administrative Agent and the Lenders any each Lender for all Extraordinary ExpensesExpenses promptly upon written request (including documentation reasonably supporting such request). The Borrower shall also reimburse Administrative Agent for all reasonable, documented and (a) reasonable out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) legal, accounting, appraisal, consulting and other fees, costs and expenses in connection with administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), all fees, costs and expenses in connection with each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Administrative Agent’s personnel or a third party. All legalThe Borrower acknowledges that counsel may provide Administrative Agent with a benefit (such as a discount, accounting and consulting fees shall be charged to Borrower by Agentcredit or accommodation for other matters) based on counsel’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that overall relationship with Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction)including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and within two (2) Business Days of written notice from Administrative Agent the Borrower shall immediately pay to Administrative Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. If, for any reason (including inaccurate reporting in any Borrower Materials), it is determined that a lower Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively (such retroactivity not to exceed 90 days from the date of such determination) and Administrative Agent shall establish a credit for the Borrower in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid for such period to Lenders; provided that nonpayment of such amount by the Borrower as a result of any such inaccuracy shall not constitute a Default or Event of Default (whether retroactive or otherwise), and no such amount shall be deemed overdue (and no amount shall accrue interest at the applicable Default Rate), at any time prior to the third (3rd) Business Day following written notice thereof from Administrative Agent. All amounts payable by the Borrower under this Section shall be due on demandand payable promptly following demand therefor.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor Borrower or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals based on actual time expended and charged-out at their full then applicable hourly ratesrates for like matters, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). Borrowers acknowledge that counsel may provide Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Borrowing Base Certificate), it is reasonably determined that a higher or lower Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower (i) if a higher Applicable Margin should have applied, then Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidpaid or (ii) if a lower Applicable Margin should have applied, Agent shall establish a credit for Borrowers in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper Applicable Margin and the amount actually paid to Lenders (but only so long as each such Lender’s Revolver Commitment has not changed during such applicable period). All amounts payable by Borrower Borrowers under this Section shall be due on demand, in writing, from Agent.

Reimbursement Obligations. If any Issuing Lender shall make any LC Disbursement, such Issuing Lender shall promptly notify the Borrower and the Administrative Agent of such LC Disbursement, and the Borrower shall reimburse such Issuing Lender through the Administrative Agent in an amount equal to such LC Disbursement by paying such Issuing Lender through the Administrative Agent in Dollars an amount equal to such LC Disbursement (or the Dollar Equivalent thereof, as applicable): (i) not later than 2:00 p.m. (New York City time) on the Business Day immediately following the date that such Issuing Lender notifies the Borrower that such LC Disbursement is made by such Issuing Lender or (ii), if the Borrower shall have received notice of such LC Disbursement later than 2:00 p.m. (New York City time) on any Business Day or on a day that is not a Business Day, not later than 2:00 p.m. (New York City time) on the immediately following Business Day. If the Borrower fails to make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Lenders for all Extraordinary ExpensesAdministrative Agent of the applicable LC Disbursement, the payment in Dollars then due from the Borrower in respect thereof and such Lender’s Applicable Percentage thereof. The amounts set forth in such notice shall be conclusive absent manifest error. Upon the receipt of such notice, (x) the Borrower shall also reimburse Agent be deemed to have submitted, as of the date that such LC Disbursement is made, a Notice of Revolving Borrowing (and shall be deemed to have made certifications, representations and warranties set forth therein) for all reasonablea Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentas applicable), accounting(y) if all terms and conditions set forth herein for making a Revolving Advance (other than the receipt of a Notice of Revolving Borrowing) shall have been satisfied, appraisal, consulting, such Revolving Advance shall be made as provided in Sections 2.01 and other fees, costs and expenses incurred by it in connection with (a) syndication 2.02 except that the amount of such Revolving Advance shall be disbursed to the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; applicable Issuing Lender and (cz) such Revolving Advance shall be subject to and governed by the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or terms and conditions hereof. In the event a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, Revolving Advance is not made as provided in the immediately preceding sentence for any reason (including inaccurate reporting as a result of any failure to fulfill the applicable conditions set forth in Section 2.02 or Article III) or any Revolving Advance made pursuant to the immediately preceding sentence is insufficient to reimburse the applicable Issuing Lender for such LC Disbursement in full, each Lender shall forthwith pay to the applicable Issuing Lender through the Administrative Agent in Dollars its Applicable Percentage of the unreimbursed LC Disbursement. If any amount required to be paid by any Lender in respect of an unreimbursed LC Disbursement pursuant to this Section 2.09 is not made available to the applicable Issuing Lender by such Lender on financial statements or a Compliance Certificatethe date such payment is due (the “due date”), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin applicable Issuing Lender shall be applied retroactively entitled to recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. Promptly following receipt by the Administrative Agent of any payment from the Borrower shall immediately pay pursuant to Agentthis Section 2.09, for the Pro Rata benefit of Lenders, an amount equal to the difference between extent that Lenders have made payments pursuant to this Section 2.09 to reimburse such Issuing Lender, then the amount Administrative Agent shall distribute such payment received from the Borrower to such Lenders as their interests may appear. Any payment made by a Lender pursuant to this paragraph to reimburse any Issuing Lender for any LC Disbursement shall not relieve the Borrower of interest its obligation to reimburse such LC Disbursement. Each Lender acknowledges and fees agrees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower its obligations under this Section 2.09 shall survive the payment by the Borrower of all LC Disbursements and any termination of this Agreement. Without limiting the foregoing, in the event that any reimbursement of an LC Disbursement by the Borrower to any Issuing Lender is required to be repaid to the Borrower (pursuant to a proceeding in bankruptcy or otherwise), then the applicable Issuing Lender shall continue to be entitled to recover from each Lender, on demand, the portion of such repaid amount as shall be due on demanddetermined in accordance with this Section 2.09.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees disbursement (which notice to the Borrower shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender or any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of their Affiliates may have with its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Loans contemplated by such deemed Notice of Borrowing (which Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and reasonable out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)allocated internal legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All reasonable legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that (i) a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidpaid and (ii) a lower Applicable Margin should have applied to a period than was actually applied, then, neither Agent nor any Lender shall have any obligation to repay any interest or fees to Borrowers; provided, if, no Event of Default exists, the amount equal to the difference between the amount of interest and fees actually paid and the amount of interest and fees that would have accrued using the proper Applicable Margin shall be credited in a manner reasonably acceptable to Agent against interest and fees payable hereunder in the next succeeding period; provided, further, if as a result of any restatement or other event a proper calculation of the Applicable Margin would have resulted in higher pricing for one or more periods and lower pricing for one or more other periods (due to the shifting of income or expenses from one period to another period or any similar reason), then the amount payable by Borrowers pursuant to clause (i) above shall be based upon the excess, if any, of the amount of interest and fees that should have been paid for all applicable periods over the amount of interest and fees paid for all such periods. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent Upon an Issuing Lender’s determination that documents presented by the Letter of Credit beneficiary or transferee thereof for payment under a Letter of Credit are in compliance with the terms and conditions thereof, the applicable Issuing 41 Lender will promptly notify the Company and the Lenders for all Extraordinary ExpensesAdministrative Agent that compliant documents have been received and informing them of the Honor Date. Borrower The Company shall also reimburse Agent for all reasonable(or, documented and out-of-pocket legal (not to exceed one law firm if the applicable Letter of Credit was issued jointly for the arrangers account of the Company and a Subsidiary or for the account of a Subsidiary, shall cause such Subsidiary to) reimburse the applicable Issuing Lender through the Administrative Agent prior to 11:00 a.m. (Local Time) on each date that any amount is paid by such Issuing Lender under any Letter of Credit (each such date, an “Honor Date”); provided that if the Company does not receive notice of the amount paid by the applicable Issuing Lender prior to 10:00 a.m. (Local Time) on such Honor Date, the Company shall (or shall cause the applicable Subsidiary to) reimburse such Issuing Lender, in the same currency as was paid by such Issuing Lender or, at the Company’s option, in an amount in Dollars equal to the Dollar Equivalent of the amount so paid by such Issuing Lender, not later than 10:00 a.m. (Local Time) on the Business Day immediately following the date on which the Company receives notice of the amount so paid by such Issuing Lender (and one additional local counsel such reimbursement shall include interest for the period from the Honor Date to the date of reimbursement at the Base Rate (or such other rate as the Company and such Issuing Lender shall agree) on the Dollar Equivalent of the amount so reimbursed). If the Company (or if the applicable Letter of Credit was issued jointly for the account of the Company and a Subsidiary, the Company or such Subsidiary) fails to reimburse the applicable Issuing Lender for the full amount of any drawing under any Letter of Credit by the time specified in the previous sentence, at the option of the applicable Issuing Lender, the Administrative Agent will promptly notify each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consultingFacility A Revolving Lender thereof, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees Company shall be charged deemed to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements have requested that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, Base Rate Facility A Revolving Loans in an amount equal to the difference between Dollar Equivalent of such unreimbursed amount be made by Facility A Revolving Lenders on the date the Administrative Agent provides such notice (or, if such notice is provided by the Administrative Agent after 11:00 a.m. (Local Time) on any Business Day, on the immediately following Business Day, subject to the amount of interest the unutilized portion of the Facility A Revolving Commitment and fees that would have accrued using subject to the proper margin and conditions set forth in Section 11.2). Any notice given by an Issuing Lender or the amount actually paid. All amounts payable by Borrower under Administrative Agent pursuant to this Section 2.3.3 may be oral if immediately confirmed in writing (including by electronic communication); provided that the lack of such an immediate confirmation shall be due on demandnot affect the conclusiveness or binding effect of such notice.

Reimbursement Obligations. To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower shall agrees to pay or reimburse Agent and LC Issuer (i) on the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonabledate on which any draft is presented under any LC, documented and out-of-pocket legal (not the amount of any draft paid or to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested be paid by Agent), accounting, appraisal, consultingLC Issuer, and other fees(ii) promptly, costs upon demand, the amount of any applicable fees (in addition to the Fees described in SECTION 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and expenses incurred by it taking similar action in connection with letters of credit; provided that, (ax) syndication if Borrower has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligation as a Loan to the Revolver Commitments extent of availability, and negotiation and preparation of if the conditions precedent in this Agreement for such a Loan (other than any Loan Documents, including any amendment notice requirements or other modification thereof; (bminimum funding amounts) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateralhave, to maintain any insurance required hereunder or Administrative Agent's knowledge, been satisfied. The proceeds of such Loan shall be remitted by Administrative Agent directly to verify CollateralLC Issuer in payment of Borrower's reimbursement obligation with respect to the draft under the LC; and (cy) subject if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.3(C) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the limits terms and conditions of Section 10.1.1(bthis Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), each inspectionLC Issuer, audit any Lender, or appraisal any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Default or Event of Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.3(E) or under this Agreement, LC Issuer shall promptly distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any Obligor or Collateral, whether prepared amounts remaining unpaid by Agent’s personnel or Borrower (and unfunded by the proceeds of a third party. All legal, accounting Loan under this Agreement) under this clause at any time from and consulting fees after the date such amounts become payable until paid in full shall be charged payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals LC Issuer with respect to this an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from LC Issuer in connection with any other transaction). Ifreceivership, for any reason (including inaccurate reporting on financial statements liquidation, or a Compliance Certificate)bankruptcy proceeding, it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually appliedeach Lender which received such distribution shall, thenupon demand by LC Issuer, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit contribute such Lender's ratable portion of Lenders, an amount equal to the difference between the amount of set aside, avoided, or recovered, together with interest and fees that would have accrued using at the proper margin and rate required to be paid by LC Issuer upon the amount actually paid. All amounts payable required to be repaid by Borrower under this Section shall be due on demandit.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and the Lenders each Lender for all Extraordinary Expenses incurred by Agent or such Lender in reference to such Borrower Group or its related Obligations or Collateral. In addition to such Extraordinary Expenses. Borrower , such Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not limited in the case of legal fees and expenses, to exceed the reasonable and documented fees and expenses of one law firm for the arrangers counsel to all Credit Parties, taken as a whole, and Agent and if deemed reasonably necessary by Agent, one additional local counsel in each applicable foreign jurisdictionjurisdiction for all Credit Parties, if reasonably requested by Agent)taken as a whole, and in the case of an actual or perceived conflict of interest, (x) one additional counsel to each group of similarly situated affected Credit Parties, and (y) one additional local counsel to each group of similarly situated affected Credit Parties) and accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any CollateralCollateral for its Obligations, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (c) subject to the any limits of Section 10.1.1(b10.1.17(b), each inspection, audit or appraisal with respect to any Obligor within such Borrowers’ related Obligor Group or CollateralCollateral securing such Obligor Group’s Obligations, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements statements, a Borrowing Base Certificate, or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin Margin, U.S. Unused Line Fee Rate, Canadian Unused Line Fee Rate, U.K./Dutch Unused Line Fee Rate, or German Unused Line Fee Rate should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower the applicable Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Applicable Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidpaid (provided that no Default or Event of Default shall be deemed to have occurred as a result of such shortfall in payment so long as such shortfall is paid within 10 Business Days’ of notice from Agent to Borrower Agent). All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent and, as applicable, Lenders, solely to the extent that such amounts do not constitute Extraordinary Expenses, for all reasonable, documented (i) legal fees and out-of-pocket legal (not to exceed expenses of one law firm outside counsel for the arrangers and Agent and Lenders, taken as a whole (and, in the case of an actual conflict of interest, one additional counsel to the applicable Persons, taken as a whole, and to the extent reasonably necessary one local counsel in each applicable foreign jurisdictionrelevant jurisdiction to Agent and Lenders, if reasonably requested by Agenttaken as a whole), in each case prior to an Event of Default, provided that after the occurrence and during the continuation of an Event of Default, Borrower shall reimburse Agent and Lenders for all legal fees and expenses of outside counsel incurred after the occurrence of such Event of Default, (ii) accounting, appraisal, consulting, and other fees, costs and expenses incurred by it Agent, in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Transaction Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Transaction Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b9.1.2(b), each inspection, audit or appraisal with respect to any Obligor Borrower, Servicer or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s and Xxxxxxx’ respective professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender Lender, or any of their Affiliates may have with such professionals with respect to this or any other transaction). If; provided, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied the foregoing shall in no way limit Borrower’s obligations to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to reimburse Agent, or Lenders as provided for elsewhere in the Pro Rata benefit Transaction Documents, including, without limitation, reimbursement of Lenders, an amount equal Extraordinary Expenses pursuant to the difference between the amount of interest this Section 3.4 and fees that would have accrued using the proper margin and the amount actually paidreimbursements contemplated pursuant to Section 9.1.2(b). All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs documented fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication The Company hereby unconditionally and irrevocably agrees to reimburse each Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of Credit honoring any demand for payment made by the Revolver Commitments and negotiation and preparation of any Loan Documentsbeneficiary thereunder, including any amendment in each case on the date that such payment or other modification thereof; (b) administration of and actions relating to any Collateraldisbursement is made provided, Loan Documents and transactions contemplated therebyhowever, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject unless Company shall have made payment to the limits Administrative Agent for the account of Section 10.1.1(b)such Issuing Lender on the date of disbursement, upon each inspectionsuch disbursement by such Issuing Lender, audit or appraisal the Administrative Agent shall be deemed to have disbursed to Company and Company shall be deemed to have elected to substitute for the reimbursement obligation, with respect to any Obligor or Collateralthe applicable Letters of Credit, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, Base Rate Loan under the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, Revolving Commitment for the Pro Rata benefit account of Lenders, the Lenders in an amount equal to the difference between amount so paid by such Issuing Lender in respect of such draft or other demand under such Letters of Credit. Such Base Rate Loan shall be deemed disbursed notwithstanding any failure to satisfy any conditions for disbursement of a Loan set forth in this Agreement, provided, however, that if the amount Company has failed to satisfy any conditions for disbursement of interest and fees a Loan as set forth in this Agreement, the Administrative Agent, upon notice to the Company, may require that would have accrued using the proper margin applicable reimbursement obligations be paid within five (5) days of the applicable Issuing Lender’s disbursement under the applicable Letter of Credit. The applicable Issuing Lender shall notify the Company and the amount actually paid. All amounts payable Administrative Agent whenever any demand for payment is made under any Letter of Credit by Borrower under this Section the beneficiary thereunder; provided that the failure of an Issuing Lender to so notify the Company shall be due on demandnot affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Administrative Agent for all reasonable, reasonable and documented and out-of pocketout-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Administrative Agent’s personnel or a third party; provided that legal fees shall be limited to one firm of counsel and an additional local law firm in each applicable jurisdiction and, in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each applicable jurisdiction. All reasonable and documented legal, accounting and consulting fees shall be charged to Borrower Borrowers by Administrative Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Administrative Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). IfBorrowers acknowledge that counsel may provide Administrative Agent with a benefit (such as a discount, credit or accommodation for any reason (other matters) based on counsel’s overall relationship with Administrative Agent, including fees paid hereunder. If as a result of inaccurate reporting on financial statements or a Compliance Certificate)in any Borrower Materials, it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Administrative Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and the Lenders for all Extraordinary Expenses incurred by Agent in reference to such Borrower Group or its related Loan Party Group Obligations or Collateral of its related Loan Party Group. In addition to such Extraordinary Expenses. Borrower , such Borrowers shall also reimburse Agent and, in the case of clause (a) below only, each Joint Lead Arranger, for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other reasonable and documented fees, costs and expenses expenses, without duplication, incurred by it them in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection therewith 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; (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 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 10.1.1(b), 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 Agent’s personnel or a third partyparty (subject to the limitations of Section 10.1.14). All legal, accounting reasonable and consulting documented out-of-pocket legal fees incurred by Agent Professionals in reference to a Borrower’s related Loan Party Group or its related Loan Party Group Obligations or Collateral of such Borrower’s related Loan Party Group shall be charged to Borrowers within such Borrower Group at the actual rate charged by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements such Agent Professionals; provided that Agent, any Lender or any of their Affiliates may have with such professionals with respect Borrowers’ obligation to this or any other transaction). If, reimburse Agent for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin legal fees shall be applied retroactively limited to the reasonable and Borrower shall immediately pay documented legal fees and expenses of Xxxxxx & Xxxxxxx, LLP, U.S. counsel to Agent, and Norton Xxxx Xxxxxxxxx Canada LLP, Canadian counsel to Agent, replacement or substitute counsel in any such jurisdiction and, if necessary, one local counsel in each other relevant jurisdiction, including 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 Pro Rata benefit reasonable and documented fees, charges and disbursements of one U.S. counsel and one Canadian counsel (and, if necessary, of one local counsel in each other relevant jurisdiction, including local 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 protection of their respective rights under the Loan Documents (unless there is an amount equal to actual or perceived conflict of interest, in which case the difference between the amount of interest affected Fronting Banks and fees that would have accrued using the proper margin and the amount actually paidLenders (taken as a whole) may retain one additional counsel in each relevant jurisdiction, including local jurisdictions within any country listed above (which may include a local counsel acting in multiple jurisdictions))), including all such expenses incurred during any workout, restructuring or Insolvency Proceeding. All amounts payable by Borrower Borrowers under this Section 3.4 shall be due on demandand payable in accordance with Section 3.3.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent and, as applicable, Lenders, solely to the extent that such amounts do not constitute Extraordinary Expenses, for all reasonable, documented (i) legal fees and out-of-pocket legal (not to exceed expenses of one law firm outside counsel for the arrangers and Agent and Lenders, taken as a whole (and, in the case of an actual conflict of interest, one additional counsel to the applicable Persons, taken as a whole, and to the extent reasonably necessary one local counsel in each applicable foreign jurisdictionrelevant jurisdiction to Agent and Lenders, if reasonably requested by Agenttaken as a whole), in each case prior to an Event of Default, provided that after the occurrence and during the continuation of an Event of Default, Borrower shall reimburse Agent and Lenders for all legal fees and expenses of outside counsel incurred after the occurrence of such Event of Default, (ii) accounting, appraisal, consulting, and other fees, costs and expenses incurred by it Agent, in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Transaction Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Transaction Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b9.1.2(b), each inspection, audit or appraisal with respect to any Obligor Borrower, Servicer or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s and Lenders’ respective professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender Lender, or any of their Affiliates may have with such professionals with respect to this or any other transaction). If; provided, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied the foregoing shall in no way limit Borrower’s obligations to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to reimburse Agent, or Lenders as provided for elsewhere in the Pro Rata benefit Transaction Documents, including, without limitation, reimbursement of Lenders, an amount equal Extraordinary Expenses pursuant to the difference between the amount of interest this Section 3.4 and fees that would have accrued using the proper margin and the amount actually paidreimbursements contemplated pursuant to Section 9.1.2. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary ExpensesExpenses promptly upon written request (including documentation reasonably supporting such request). Borrower Borrowers shall also reimburse Agent for all reasonable, documented and (a) reasonable out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) legal, accounting, appraisal, consulting and other fees, costs and expenses in connection with administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), all fees, costs and expenses in connection with each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements in any Borrower Materials or a Compliance Certificateany Report), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower within two (2) Business Days of written notice from Agent the Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. If, for any reason (including inaccurate reporting in any Borrower Materials or any Report), it is determined that a lower Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively (such retroactivity not to exceed 90 days from the date of such determination) and Agent shall establish a credit for Borrowers in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid for such period to Lenders; provided that nonpayment of such amount by Borrowers as a result of any such inaccuracy shall not constitute a Default or Event of Default (whether retroactive or otherwise), and no such amount shall be deemed overdue (and no amount shall accrue interest at the applicable Default Rate), at any time prior to the third (3rd) Business Day following written notice thereof from Agent. All amounts payable by Borrower Borrowers under this Section shall be due and payable promptly following demand therefor, or in the case of Extraordinary Expenses, on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonablereasonable and documented legal fees of one outside counsel, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdictionrelevant jurisdiction (as determined by the Agent in its reasonable discretion), if one special or regulatory counsel in respect of each matter (as reasonably requested required by the Agent) and conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting, consulting and other reasonable and documented fees, out-of-pocket costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and syndication, 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 Documents, and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legalBorrowers shall also reimburse Lenders for all costs and expenses incurred by them (but limited to legal fees of one outside counsel for all Lenders, accounting one local counsel in each relevant jurisdiction (as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Lenders) and consulting fees shall be charged to Borrower conflict of interest counsel (as determined by Agent’s professionals at their full hourly rates, regardless the any Lender in its reasonable discretion)) during an Event of Default in connection with the enforcement or preservation of any reduced or alternative fee billing arrangements that Agent, any Lender rights under this Loan Agreement or any of their Affiliates may have with such professionals with respect to this or any the other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paidLoan Documents. All amounts payable reimbursable by Borrower Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be due on demandpayable within ten Business Days after presentation by Agent to Borrowers of a reasonably detailed itemization of such amounts.

Reimbursement Obligations. In the event of a drawing under any Letter of Credit or Letter of Credit Guaranty, Agent will promptly notify Borrower. Borrower shall reimburse Agent and on the Lenders for all Extraordinary Expensesday of drawing under any Letter of Credit or Letter of Credit Guaranty (either with the proceeds of a Revolver Loan obtained hereunder or otherwise) in same day funds as provided herein. If Borrower shall also fail to reimburse Agent for all reasonableas provided herein, documented and out-of-pocket legal (not the unreimbursed amount of such drawing shall bear interest at a per annum rate equal to exceed one law firm for the arrangers and interest rate applicable to Revolver Loans that are Base Rate Loans. Unless Borrower shall immediately notify Agent and one additional local counsel of its intent to otherwise reimburse Agent, Borrower shall be deemed to have requested a Revolver Loan in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication the amount of the Revolver Commitments drawing as provided in Section 1.3.3 hereof, the proceeds of which will be used to satisfy the reimbursement obligations. Borrower's reimbursement obligations hereunder shall be absolute and negotiation and preparation unconditional under all circumstances irrespective of any Loan Documentsrights of set-off, including any amendment counterclaim or other modification thereof; (b) administration of and actions relating defense to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect payment Borrower may claim or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that have against Agent, any Lender Lenders, the beneficiary of the Letter of Credit or any Letter of their Affiliates may have with such professionals with respect to this Credit Guaranty drawn upon or any other transactionPerson, including, without limitation, any defense based on any failure of Borrower to receive consideration or the legality, validity, regularity or unenforceability of the Letter of Credit or Letter of Credit Guaranty; provided, however, the foregoing shall not apply to protect the Agent or any Lender for the consequences of its gross negligence or willful misconduct. Agent will promptly notify the other Lenders of the amount of any unreimbursed drawing and each Lender shall promptly pay to Agent in Dollars and in immediately funds, the amount of such Lender's Pro Rata share of such unreimbursed drawing based upon such Lender's Revolver Commitment (without giving effect to any termination of the Commitments pursuant to the provisions hereof). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin Such payment shall be applied retroactively and Borrower made on the day such notice is received by such Lender from Agent, if such notice is received at or before 12:00 noon, otherwise such payment shall immediately be made at or before 12:00 noon on the Business Day next succeeding the day such notice is received. If such Lender does not pay such amount to Agent in full upon such request, such Lender shall, on demand, pay to Agent interest on the unpaid amount during the period from the date of such drawing until such Lender pays such amount to Agent in full at a rate per annum equal to the Federal Funds Rate. Each Lender's obligation to make such payment to Agent, for and the Pro Rata benefit right of LendersAgent to receive the same, an amount equal shall be absolute and unconditional, shall not be affected by any circumstance whatsoever and without regard to the difference between termination of the amount Commitments hereunder, the existence of interest a Default, Event of Default or Overadvance Condition or the acceleration of the Loans hereunder and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandmade without any offset, abatement, withholding or reduction whatsoever.

Reimbursement Obligations. The Borrower shall hereby agrees to reimburse Agent and each Letter of Credit Issuer, by making payment directly to such Letter of Credit Issuer in immediately available funds at the Lenders payment office of such Letter of Credit Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit immediately after, and in any event on the date on which, such Letter of Credit Issuer notifies the Borrower of such payment or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees disbursement (which notice to the Borrower shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such Letter of Credit Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable Letter of Credit Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such Letter of any reduced Credit Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.06 that are Base Rate Loans or, if not reimbursed on the date of such payment or alternative fee billing arrangements that Agentdisbursement, at the rate pursuant to Section 2.06(a)(ii), any Lender or any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of their Affiliates may have with its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under 46 Amended and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.Restated Revolving Asset Based Loan Agreement

Reimbursement Obligations. Borrower shall (i) The Borrowers hereby agree to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to such Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in U.S. Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless of any reduced from the date paid or alternative fee billing arrangements disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that Agentshall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.11(d) that are Base Rate Loans, any Lender such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or any the relevant LC Obligor have not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of such professionals with respect Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesuch Borrower), it (x) such Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is reasonably determined that a higher Applicable Margin should have applied not required to a period than was actually appliedcomply with the requirements specified in Section 2.08), then, following Agent’s consultation with Borrower, (y) the proper margin Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under Borrowers in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower hereby unconditionally and irrevocably agrees to reimburse the Issuing Lender for each payment or disbursement made by the Issuing Lender under any Letter of Credit honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall reimburse Agent bear interest from the date of such payment or disbursement to the date that the Issuing Lender is reimbursed by Borrower therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Applicable Margin, if any, from time to time in effect. The Issuing Lender shall notify Borrower and the Agent whenever any demand for payment is made under any Letter of Credit by the beneficiary thereunder; provided that the failure of the Issuing Lender to so notify Borrower or the Agent shall not affect the rights of the Issuing Lender or the Lenders for in any manner whatsoever. Borrower's reimbursement obligations hereunder shall be irrevocable and unconditional under all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonablecircumstances, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with including (a) syndication any lack of the Revolver Commitments and negotiation and preparation validity or enforceability of any Letter of Credit, this Agreement or any other Loan DocumentsDocument, including any amendment or other modification thereof; (b) administration the existence of and actions relating to any Collateralclaim, Loan Documents and transactions contemplated therebyset-off, including defense or other right which Borrower may have at any actions taken to perfect time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or maintain priority of Agent’s Liens on any Collateral, to maintain Person for whom any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(bsuch transferee may be acting), each inspectionthe Agent, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentthe Issuing Lender, any Lender or any other Person, whether in connection with any Letter of their Affiliates may have with such professionals with respect to Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any other transaction). If, for any reason unrelated transactions (including inaccurate reporting on financial statements or a Compliance Certificateany underlying transaction between Borrower and the beneficiary named in any Letter of Credit), it is reasonably (c) the validity, sufficiency or genuineness of any document which the Issuing Lender has determined that a higher Applicable Margin complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have applied been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, or (d) the surrender or impairment of any security for the performance or observance of any of the terms hereof. Without limiting the foregoing, no action or omission whatsoever by the Agent or any Lender (excluding any Lender in its capacity as the Issuing Lender) under or in connection with any Letter of Credit or any related matters shall result in any liability of the Agent or any Lender to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and or relieve Borrower shall immediately pay of any of its obligations hereunder to Agentany such Person, for the Pro Rata benefit unless such liability is a result of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandsuch Person's gross negligence or willful misconduct.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin Applicable Margin shall be applied retroactively and Borrower Borrowers shall immediately within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin Applicable Margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section 3.4 shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on demandthe Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to the Closing Date, or (b) within three (3) Business Days after delivery of such supporting documentation if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and, in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Person.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also (i) reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses actually incurred by it in connection with (a) syndication of the Revolver Commitments and due diligence, 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower (ii) pay all out-of-pocket expenses incurred by Agent’s professionals at their full hourly rates, regardless including the fees, charges and disbursements of any reduced advisors to Agent in connection with the enforcement or alternative fee billing arrangements that Agentprotection of any rights under or in respect of this Agreement, the other Loan Documents or the Collateral, including its rights under this Section, and including in connection with any Lender bankruptcy or any of their Affiliates may have with such professionals with insolvency proceeding, workout, restructuring, or negotiations in respect to this or any other transaction)thereof. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower Borrowers shall immediately within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due and payable on demand. All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (ii) in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Person.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of the payment or Collateral, whether prepared by Agent’s personnel disbursement resulting in such Unpaid Drawing (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment by the Borrower in respect of such Unpaid Drawing to Borrower be made in Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) The Borrower shall be obligated to reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Administrative Agent, for the Pro Rata benefit account of Lendersthe Issuing Bank, in immediately available funds at its Payment Office, on the day of each payment under an L/C by the Issuing Bank for drafts drawn and all amounts paid or disbursed under each such L/C (all such amounts so drawn, paid or disbursed until reimbursed are hereinafter referred to as "UNREIMBURSED DRAWINGS"); PROVIDED that if any such Unreimbursed Drawings are not so reimbursed on the date of any drafts drawn, the Borrower's reimbursement obligation in respect of such Unreimbursed Drawings shall be funded on such date with the borrowing of Loans (each such borrowing a "MANDATORY L/C BORROWING") in the full amount equal to of the difference between Unreimbursed Drawings from all Lenders PRO RATA based on each Lender's Commitment Percentage. The Issuing Bank shall promptly notify the Administrative Agent of the amount of interest and fees that would have accrued using the proper margin any Unreimbursed Drawings and the Administrative Agent shall promptly notify the Lenders of the amount actually paidof each such Mandatory L/C Borrowing not later than 12:00 noon (New York City time) on the date on which such Mandatory L/C Borrowing is to be made. All amounts payable by Borrower under this Section Each such Lender hereby irrevocably agrees to make Revolving Loans pursuant to each Mandatory L/C Borrowing in the amount, and not later than 5:00 p.m. (New York City time) on the date, and in the manner specified in the preceding sentence, for immediate payment to the Issuing Bank, notwithstanding (i) that the amount of the Mandatory L/C Borrowing may not comply with the minimum amount for borrowings otherwise required hereunder, (ii) whether any conditions specified in Article 4 are then satisfied, (iii) whether a Default or an Event of Default then exists, (iv) the date of such Mandatory L/C Borrowing and (v) any reduction in the Aggregate Revolving Commitment after any such L/C was issued. In the event that the Administrative Agent delivers the above-described notice to any Lender later than 12:00 noon (New York City time) on the date of the required Mandatory L/C Borrowing, then such Lender shall not be due on demandobligated to effect such Mandatory L/C Borrowing until the next succeeding Business Day (but not later than 5:00 p.m. (New York City time)).

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. Immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, if the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may its available cash on hand, (x) the Borrower will be deemed to have with given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such professionals with respect Unpaid Drawing (and the Administrative Agent shall promptly give notice to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Lenders of such deemed Notice of Borrowing), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied(y) the Lenders shall, thenunless they are legally prohibited from doing so, following Agent’s consultation with Borrower, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also (i) reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses actually incurred by it in connection with (a) syndication of the Revolver Commitments and due diligence, 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 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 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s 's personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower (ii) pay all out-of-pocket expenses incurred by Agent’s professionals at their full hourly rates, regardless including the fees, charges and disbursements of any reduced advisors to Agent in connection with the enforcement or alternative fee billing arrangements that Agentprotection of any rights under or in respect of this Agreement, the other Loan Documents or the Collateral, including its rights under this Section 3.4, and including in connection with any Lender bankruptcy or any of their Affiliates may have with such professionals with insolvency proceeding, workout, restructuring, or negotiations in respect to this or any other transaction)thereof. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with BorrowerBorrowers, the proper margin shall be applied retroactively and Borrower Borrowers shall immediately within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section 3.4 shall be due and payable on demand. All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case of legal fees and expenses, to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (ii) in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Person.

Reimbursement Obligations. Borrower The Company hereby unconditionally and irrevocably agrees to reimburse each Issuing Lender for each payment or disbursement made by such Issuing Lender under any Letter of Credit issued by such Issuing Lender honoring any demand for payment made by the beneficiary thereunder, in each case on the date that such payment or disbursement is made. Any amount not reimbursed on the date of such payment or disbursement shall reimburse Agent bear interest from the date of such payment or disbursement to the date that such Issuing Lender is reimbursed by the Company for such amount, payable on demand, at a rate per annum equal to the Base Rate from time to time in effect plus the Base Rate Margin for Revolving Loans and Swing Line Loans from time to time in effect plus, beginning on the third Business Day after receipt of notice from such Issuing Lender of such payment or disbursement, 2%. The applicable Issuing Lender shall notify the Company and the Administrative Agent whenever any demand for payment is made under any Letter of Credit issued by such Issuing Lender by the beneficiary thereunder; provided that the failure of such Issuing Lender to so notify the Company or the Administrative Agent shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever. The Company’s reimbursement obligations hereunder shall be irrevocable and unconditional under all circumstances, including (i) any lack of validity or enforceability of any Letter of Credit, this Agreement or any other Loan Document, (ii) the existence of any claim, set-off, defense or other right which any Loan Party may have at any time against a beneficiary named in a Letter of Credit, any transferee of any Letter of Credit (or any Person for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentwhom any such transferee may be acting), accountingthe Administrative Agent, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agentan Issuing Lender, any Lender or any other Person, whether in connection with any Letter of their Affiliates may have with such professionals with respect to Credit, this Agreement, any other Loan Document, the transactions contemplated herein or any other transaction). If, for any reason unrelated transactions (including inaccurate reporting on financial statements or a Compliance Certificateany underlying transaction between any Loan Party and the beneficiary named in any Letter of Credit), it is reasonably (iii) the validity, sufficiency or genuineness of any document which an Issuing Lender has determined complies on its face with the terms of the applicable Letter of Credit, even if such document should later prove to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein shall have been untrue or inaccurate in any respect, (iv) the surrender or impairment of any security for the performance or observance of any of the terms hereof or (v) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a higher Applicable Margin should have applied to legal or equitable discharge of, or provide a period than was actually applied, then, following Agent’s consultation with Borrowerright of setoff against, the proper margin Company’s obligations hereunder. Without limiting the foregoing, no action or omission whatsoever by the Administrative Agent or any Lender (excluding any Lender in its capacity as an Issuing Lender) under or in connection with any Letter of Credit or any related matters shall be applied retroactively and Borrower shall immediately pay to Agent, for result in any liability of the Pro Rata benefit of Lenders, an amount equal Administrative Agent or any Lender to the difference between Company, or relieve the amount Company of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandany of its obligations hereunder to any such Person.

Reimbursement Obligations. Borrower Borrowers, if the Closing Date occurs, shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonableClaims, including all reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by Agent’s personnel or a third party; provided, that, the Borrowers shall only pay the reasonable and documented or invoiced out-of-pocket pocket costs and expenses incurred by the Agent of one counsel, and to the extent reasonably determined by the Agent to be necessary, one local counsel in each applicable jurisdiction. All reasonable and documented legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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 reasonable and documented fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateinformation in Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand10 Business Days after demand therefor.

Reimbursement Obligations. Borrower shall (i) The Borrowers hereby agree to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit by 2:00 P.M. (local time at the Notice Office) within one Business Day after such LC Issuer notifies the Borrowers (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrowers (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement, but in no event later than 2:00 P.M. (local time at the Notice Office) on the Business Day of such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at their full hourly ratesa rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, regardless of any reduced or alternative fee billing arrangements that Agentif not reimbursed within the time required by the foregoing, at the Default Rate, any Lender such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or any the relevant LC Obligor have not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of the Borrowers, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrowers), it is reasonably determined (x) the Borrowers will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under Borrowers in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and the Lenders applicable LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees disbursement (which notice to the Borrower shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of such LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower by Agent’s professionals at their full hourly rateshas not made such reimbursement out of its available cash on hand or, regardless in the case of any reduced or alternative fee billing arrangements that the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Borrower), (w) the applicable LC Issuer shall so notify the Administrative Agent, any Lender or any (x) the Borrower will in each case be deemed to have given a Notice of their Affiliates may have with Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such professionals with respect Unpaid Drawing (and the Administrative Agent shall promptly give notice to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Lenders of such deemed Notice of Borrowing), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied(y) the Lenders shall, thenunless they are legally prohibited from doing so, following Agent’s consultation with Borrower, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.01), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay be disbursed directly to Agent, for the Pro Rata benefit of Lenders, an amount equal such LC Issuer to the difference between extent necessary to effect such reimbursement and repayment of the amount Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandAgreement.

Reimbursement Obligations. To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower shall agrees to pay or reimburse Agent LC Issuer (i) on the date on which any draft is presented under any LC, the Dollar-Equivalent amount (calculated at the then Dollar-Equivalent of such amount) of any draft paid or to be paid by LC Issuer and (ii) promptly, upon demand, the Lenders amount of any fees (in addition to the fees described in SECTION 4) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for all Extraordinary Expenses. Borrower shall also reimburse Agent amending LC Agreements, for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consultinghonoring drafts under letters of credit, and other fees, costs and expenses incurred by it taking similar action in connection with letters of credit; PROVIDED THAT, (ax) syndication if Borrower has not reimbursed LC Issuer for any drafts paid or to be paid within 24 hours of demand therefor by LC Issuer, Administrative Agent is hereby irrevocably authorized to fund such reimbursement obligations (calculated at the then Dollar-Equivalent of such amount) as a Committed Borrowing under this Agreement to the extent of availability under this Agreement, without regard to the minimum and multiples specified in SECTION 2.1 for the principal amount of Base Rate Borrowings, but subject to the amount of the Revolver Commitments unutilized portion of the Commitment and negotiation and preparation the conditions set forth in SECTION 5.2 (other than the delivery of any Loan Documents, including any amendment or other modification thereofa Borrowing Notice); (b) administration the proceeds of and actions relating such Committed Borrowing under this Agreement shall be remitted by Administrative Agent directly to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken LC Issuer in payment of Borrower's reimbursement obligation with respect to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateralthe draft under the LC; and (cy) subject if for any reason, funds are not advanced pursuant to this Agreement, then Borrower's reimbursement obligation shall continue to be due and payable. Borrower's obligations under this SECTION 2.2(c) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the limits terms and conditions of Section 10.1.1(bthis Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack 18 REVOLVING CREDIT AGREEMENT of validity or enforceability of this Agreement or any of the Loan Papers; (B) the existence of any claim, setoff, defense, or other Right which Borrower may have at any time against a beneficiary named in a LC, any transferee of any LC (or any Person for whom any such transferee may be acting), each inspectionLC Issuer, audit any Lender, or appraisal any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between Borrower and the beneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; and (D) the occurrence of any Potential Default or Default. To the extent any funding of a draft has been made by Lenders pursuant to SECTION 2.2(e) or under this Agreement, LC Issuer shall promptly distribute any such payments received from Borrower with respect to such draft to all Lenders funding such draft according to their ratable share. Interest on any Obligor or Collateral, whether prepared amounts remaining unpaid by Agent’s personnel or Borrower (and unfunded by a third party. All legal, accounting Committed Borrowing under this Agreement) under this clause at any time from and consulting fees after the date such amounts become payable until paid in full shall be charged payable by Borrower to LC Issuer at the Default Rate. In the event any payment by Borrower received by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals LC Issuer with respect to this an LC and distributed to Lenders on account of their participations therein is thereafter set aside, avoided, or recovered from LC Issuer in connection with any other transaction). Ifreceivership, for any reason (including inaccurate reporting on financial statements liquidation, or a Compliance Certificate)bankruptcy proceeding, it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually appliedeach Lender which received such distribution shall, thenupon demand by LC Issuer, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit contribute such Lender's ratable portion of Lenders, an amount equal to the difference between the amount (calculated at the then Dollar-Equivalent of such amount) set aside, avoided, or recovered, TOGETHER WITH interest and fees that would have accrued using at the proper margin and rate required to be paid by LC Issuer upon the amount actually paid. All amounts payable required to be repaid by Borrower under this Section shall be due on demandit.

Reimbursement Obligations. Borrower shall (i) The Borrowers hereby agree to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one (1) Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to such Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in U.S. Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless of any reduced from the date paid or alternative fee billing arrangements disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that Agentshall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are EurodollarSOFR Loans or, if not reimbursed within one Business Day after such notice, at the rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any Lender such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or any the relevant LC Obligor have not made such reimbursement out of their Affiliates may have with available cash on hand or, in the case of such professionals with respect Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesuch Borrower), it (x) such Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is reasonably determined that a higher Applicable Margin should have applied not required to a period than was actually appliedcomply with the requirements specified in Section 2.06), then, following Agent’s consultation with Borrower, (y) the proper margin Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under Borrowers in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) Each Revolving Facility Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Revolving Facility Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor or CollateralRevolving Facility Letter of Credit immediately after, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of in any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals event (x) with respect to this any Revolving Facility Letter of Credit denominated in Dollars, on the date on which, and (y) with respect to any Revolving Facility Letter of Credit denominated in a Designated Foreign Currency, within two Business Days of the date on which such LC Issuer notifies the Company (or any such other transactionLC Obligor for whose account such Revolving Facility Letter of Credit was issued (each being a “Notifiable Party”)) of such payment or disbursement (in the case of each of clauses (x) and (y), each an “Applicable Reimbursement Date”, (which notice to the Notifiable Parties shall be delivered reasonably promptly after any such payment or disbursement), such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Revolving Facility Letter of Credit is denominated, with, provided that the LC Issuer has already notified the Notifiable Parties that reimbursement is required, interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at the payment office of the applicable LC Issuer) on the date of such payment or disbursement, from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor (by utilization of a drawing under the Revolving Facility or otherwise) at a rate per annum that shall be the rate then applicable to Revolving Loans that are US Base Rate Loans, any such interest also to be payable on demand; provided, however, that if the LC Issuer does not give the applicable Revolving Facility Borrower notice by 10:00 AM, such Applicable Reimbursement Date shall be the next succeeding Business Day and accordingly interest on the amount paid or disbursed by the LC Issuer shall not begin to accrue until such day. IfIf by 11:00 A.M. on the Business Day immediately following the Applicable Reimbursement Date, for any reason (including inaccurate reporting the Company or the relevant LC Obligor has not made such reimbursement out of its available cash on financial statements hand or a Compliance Certificatecontemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the Company or such LC Obligor), it (x) the Company, or if the LC Obligor is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Foreign Revolving Facility Borrower, such Foreign Revolving Facility Borrower, will in each case be deemed to have given a Notice of Borrowing, Continuation or Conversion for Revolving Loans that are US Base Rate Loans in an aggregate Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and the proper margin Global Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, Continuation or Conversion), (y) the Lenders shall, unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing, Continuation or Conversion (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demandAgreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders any Lender for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent Agent, Co-Syndication Agents and the Lead Arrangers for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)reasonable legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 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 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s 's personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals 's, Co-Syndication Agents' and the Lead Arrangers' professionals, as applicable, at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, Co-Syndication Agents, the Lead Arrangers, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including 42 inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand. For the avoidance of doubt, the provisions of this Section 3.4 shall apply regardless of whether the Closing Date occurs.

Reimbursement Obligations. Borrower shall (i) The Borrowers hereby agree to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrowers (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrowers (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the applicable Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of a Borrower, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrowers), it is reasonably determined (x) the Borrowers will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under Borrowers in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars in which such Letter of Credit is denominated, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.08(a) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such professionals with respect Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Revolving Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be applied retroactively considered made under Section 2.02), and Borrower (z) the proceeds of such Revolving Loans shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal be disbursed directly to the difference between applicable LC Issuer to the amount extent necessary to effect such reimbursement and repayment of interest and fees that would have accrued using the proper margin and Unpaid Drawing, with any excess proceeds to be made available to the amount actually paid. All amounts payable by Borrower under in accordance with the applicable provisions of this Section shall be due on demandAgreement.

Reimbursement Obligations. To induce LC Issuer to issue and maintain LCs and to induce Lenders to participate in issued LCs, Borrower shall agrees to pay or reimburse Agent and LC Issuer (through Administrative Agent) (i) on or prior to the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonabledate of any payment by LC Issuer under an LC (each such date, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentan “Honor Date”), accounting, appraisal, consultingthe amount of any draft paid or to be paid by LC Issuer, and other fees(ii) promptly, costs upon demand, the amount of any applicable fees (in addition to the Fees described in Section 3.8) which LC Issuer customarily charges to a Person similarly situated in the ordinary course of its business for amending LC Agreements, for honoring drafts under letters of credit, and expenses incurred by it taking similar action in connection with (a) syndication letters of credit. If Borrower has not reimbursed LC Issuer for any drafts paid or to be paid by 10:00 a.m. on any Honor Date, Administrative Agent shall promptly notify each Lender of the Revolver Commitments and negotiation and preparation Honor Date, the amount of any Loan Documents, including any amendment or other modification thereof; the unreimbursed drawing (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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b“Unreimbursed Amount”), each inspectionand the amount of such Lender’s Commitment Percentage thereof. In such event, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees Borrower shall be charged deemed to Borrower by Agent’s professionals at their full hourly rates, regardless have requested a Revolving Loan consisting of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect Base Rate Loans to this or any other transaction). If, for any reason (including inaccurate reporting be disbursed on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, Honor Date in an amount equal to the difference Unreimbursed Amount, to the extent of availability, and if the conditions precedent in this Agreement for such a Revolving Loan (other than any notice requirements or minimum funding amounts) have, to Administrative Agent’s knowledge, been satisfied. Any notice given by LC Issuer or Administrative Agent pursuant to this Section 2.3(d) may be given by telephone if immediately confirmed in writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. Each Lender shall upon any notice pursuant to this Section 2.3(d) make funds available to Administrative Agent for the account of LC Issuer in an amount equal to such Lender’s Commitment Percentage of the Unreimbursed Amount not later than 12:00 p.m. on the Business Day specified in such notice by Administrative Agent, whereupon, subject to the provisions of Section 2.3(f), each Lender that so makes funds available shall be deemed to have made Base Rate Loans to Borrower in such amount. The funds so received shall be remitted by Administrative Agent directly to LC Issuer in payment of Borrower’s reimbursement obligation with respect to the draft under the LC; and if and to the extent that for any reason, funds are not advanced pursuant to this Agreement to fully refinance the Unreimbursed Amount, then Borrower’s reimbursement obligation shall continue to be due and payable. Borrower’s obligations under this Section 2.3(d) shall be absolute and unconditional under any and all circumstances and irrespective of any setoff, counterclaim, or defense to payment which Borrower may have at any time against LC Issuer or any other Person, and shall be made in accordance with the terms and conditions of this Agreement under all circumstances, including, without limitation, any of the following circumstances: (A) any lack of validity or enforceability of this Agreement or any of the Loan Documents; (B) the existence of any claim, setoff, defense, or other right which Borrower may have at any time against a beneficiary named in an LC, any transferee of any LC (or any Person for whom any such transferee may be acting), LC Issuer, any Lender, or any other Person, whether in connection with this Agreement, any LC, the transactions contemplated herein, or any unrelated transactions (including any underlying transaction between the amount of interest and fees that would have accrued using the proper margin Borrower and the amount actually paidbeneficiary named in any such LC); (C) any draft, certificate, or any other document presented under the LC proving to be forged, fraudulent, invalid, or insufficient in any respect or any statement therein being untrue or inaccurate in any respect; (D) any payment by LC Issuer under such LC against presentation of a draft or certificate that does not strictly comply with the terms of such LC; or any payment made by LC Issuer under such LC to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such LC, including any arising in connection with any proceeding under any Debtor Relief Law; (E) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary; and (F) the occurrence of any Default or Event of Default. All To the extent any funding of a draft has been made by Lenders pursuant to Section 2.3(f) or under this Section 2.3(d), LC Issuer shall promptly distribute any such payments received for the account of LC Issuer in respect of any Unreimbursed Amount or interest thereon (whether directly from Borrower or otherwise, including, proceeds of cash collateral applied thereto by Administrative Agent) to all Lenders funding such draft according to their ratable share. Interest on any amounts remaining unpaid by Borrower (and unfunded by the proceeds of a Loan under this Section 2.3(d)) at any time from and after the date such amounts become payable until paid in full shall be payable by Borrower to LC Issuer at the Post-Default Rate. In the event any payment by Borrower received by LC Issuer with respect to an LC and distributed to Lenders on account of their participations therein is required to be returned under any of the circumstances described in Section 12.15 (including pursuant to any settlement entered into by LC Issuer in its discretion) each Lender shall pay to Administrative Agent for the account of LC Issuer its Commitment Percentage thereof on demand of Administrative Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this Section clause shall be due on demandsurvive the payment in full of the Obligations and the termination of this Agreement.

Reimbursement Obligations. Borrower shall pay all Extraordinary Expenses promptly upon request. Borrower also shall reimburse Agent and the Lenders Lender for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 AgentLender’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b9.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by AgentLender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by AgentLender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their its Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrower acknowledges that counsel may provide Lender with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Lender, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateby Borrower), it is reasonably determined by Lender in its commercially reasonable discretion that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively retroactively, and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, Lender an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrower shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonableWhenever a Letter of Credit is drawn, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrower shall immediately pay reimburse the applicable LC Issuer for the amount drawn. In the event that the amount drawn is not reimbursed by Borrower within one Business Day of the drawing of such Letter of Credit, Borrower shall be deemed to have requested a Revolving Loan in the amount drawn. Each LC Issuer shall promptly deliver written notice of such drawing to Borrower and Agent. Each Lender agrees to make a Revolving Loan on the date of such notice, subject to no conditions precedent whatsoever. Such Revolving Loan shall be evidenced by the Revolving Credit Notes. Each Lender acknowledges and agrees that its obligation to make a Revolving Loan pursuant to Section 2.02(a) when required by this Section 2.02(c) is absolute and unconditional and shall not be affected by any circumstance whatsoever, including, without limitation, the occurrence and continuance of a Default or Event of Default, and that its payment to Agent, for the Pro Rata benefit account of Lendersthe applicable LC Issuer, an amount equal of the proceeds of such Revolving Loan shall be made without any offset, abatement, recoupment, counterclaim, withholding or reduction whatsoever and whether or not such Lender's Revolving Credit Commitment shall have been reduced or terminated. Borrower irrevocably authorizes and instructs Agent to apply the difference between proceeds of any borrowing pursuant to this paragraph to reimburse, in full, the applicable LC Issuer for the amount drawn on such Letter of interest and fees that would have accrued using the proper margin Credit and the amount actually paidLC Issuer shall apply such proceeds to repay in full such amount. All amounts payable by Borrower under this Section Each such Revolving Loan shall be due deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each Lender is hereby authorized to record on demandits records relating to its Revolving Credit Note such Lender's pro rata share of the amounts paid and not reimbursed on the Letters of Credit.

Reimbursement Obligations. The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonableeach Issuing Lender in Dollars or, documented and out-of-pocket legal (not subject to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agentthis Section 2.05(i), accountingthe relevant Available Foreign Currency, appraisalas applicable, consultingfor any amounts paid by such Issuing Lender upon any drawing under any Letter of Credit, together with any and all reasonable charges and expenses which the Issuing Lender may pay or incur relative to such drawing and interest on the amount drawn, in the case of a Revolving Letter of Credit, at the rate applicable to Revolving Base Rate Loans, and other feesin the case of a Credit-Linked Letter of Credit, costs at the Credit-Linked LC Margin for each day from and expenses incurred by it including the date such amount is drawn to but excluding the date such reimbursement payment is due and payable; provided that, in connection the case of an LC Disbursement made under a Foreign Currency Letter of Credit, the amount of interest due with respect thereto shall (ai) syndication of in the Revolver Commitments and negotiation and preparation case of any Loan DocumentsLC Disbursement that is reimbursed on or before the third Business Day immediately succeeding such LC Disbursement, including (A) be payable in the applicable Available Foreign Currency and (B) if not reimbursed on the date of such LC Disbursement, bear interest at a rate equal to the rate reasonably determined by the applicable Issuing Lender to be the cost to such Issuing Lender of funding such LC Disbursement plus (x) in the case of a Revolving Foreign Currency Letter of Credit, the Applicable Margin applicable to Revolving Eurocurrency Loans at such time and (y), in the case of a Credit-Linked Foreign Currency Letter of Credit, the Credit-Linked LC Margin at such time, and (ii) in the case of any amendment LC Disbursement that is reimbursed after the third Business Day immediately succeeding such LC Disbursement (A) be payable in Dollars and (B) accrue interest on the Dollar Amount thereof, calculated using the Exchange Rate in effect on the date such LC Disbursement was made, at the rate per annum then applicable to (x) in the case of Revolving Letters of Credit, Revolving Base Rate Loans and (y) in the case of Credit-Linked Letters of Credit, Credit-Linked Loans. Such reimbursement payment shall be due and payable (i) at or other modification thereofbefore 2:00 P.M. (New York time or the relevant local time, as applicable) on the third Business Day after the date the Issuing Lender notifies the Borrower of such drawing; provided that no payment otherwise required by this sentence to be made by the Borrower at or before 2:00 P.M. (bNew York time or the relevant local time, as applicable) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required day shall be overdue hereunder or to verify Collateral; and (c) subject if arrangements for such payment satisfactory to the limits of Section 10.1.1(b)applicable Issuing Lender, each inspectionin its reasonable discretion, audit shall have been made by the Borrower at or appraisal with respect before 2:00 P.M. (New York time or the relevant local time, as applicable) on such day and such payment is actually made at or before 3:00 P.M. (New York time or the relevant local time, as applicable) on such day. If the Borrower’s reimbursement of, or obligation to reimburse, any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals at their full hourly rates, regardless of amounts in any reduced or alternative fee billing arrangements that Available Foreign Currency would subject the Administrative Agent, any the applicable Issuing Lender or any of their Affiliates may have with Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such professionals with respect reimbursement were made or required to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrowerbe made in Dollars, the proper margin shall be applied retroactively and Borrower shall immediately shall, at its option, either (i) pay to the amount of such tax requested by the Administrative Agent, for the Pro Rata benefit of Lendersrelevant Issuing Lender or the relevant Lender or (ii) reimburse each LC Disbursement made in such Available Foreign Currency in Dollars, in an amount equal to the difference between the amount of interest and fees that would have accrued Dollar Amount thereof, calculated using the proper margin applicable Exchange Rate in effect on the date such LC Disbursement is made. If the Borrower fails to make any reimbursement when due hereunder, then (i) if such payment relates to a Foreign Currency Letter of Credit, automatically and with no further action required, the Borrower’s obligation to reimburse the applicable Issuing Lender and each other Domestic Revolving Lender or Credit-Linked LC Lender, as the case may be, for the applicable LC Disbursement shall be permanently converted into an obligation to reimburse the Dollar Amount thereof, calculated using the Exchange Rate in effect on the date when such payment was due and (ii) the Administrative Agent shall promptly notify the applicable Issuing Lender and each other Domestic Revolving Lender or Credit-Linked LC Lender, as the case may be, of the applicable LC Disbursement, the Dollar Amount thereof (if such LC Disbursement relates to a Foreign Currency Letter of Credit) and the amount actually paidpayment then due from the Borrower in respect thereof. All In addition to the foregoing, the Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts payable not paid by the Borrower to the Issuing Lender when due under this Section subsection (i), for each day from and including the date when such amount becomes due to but excluding the date such amount is paid in full, whether before or after judgment, at a rate per annum equal to the sum of 2.00% plus the rate applicable to Revolving Base Rate Loans for such day, in the case of Revolving Letters of Credit, and the Credit-Linked LC Margin then in effect for such day for Credit-Linked LC Loans, in the case of Credit-Linked Letters of Credit. Subject to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, in the case of Revolving LC Disbursements, utilize the Revolving Commitments, and in the case of Credit-Linked LC Disbursements, utilize the Credit-Linked LC Commitments, or in either case, make other arrangements for payment satisfactory to the Issuing Lender for the reimbursement of all LC Disbursements as required by this subsection (i). Each reimbursement payment to be made by the Borrower pursuant to this subsection (i) shall be due on demandmade to the Issuing Lender in Federal or other funds immediately available to it at its address referred to in Section 10.01.

Reimbursement Obligations. Borrower shall pay all Extraordinary Expenses promptly upon request. Borrower also shall reimburse Agent and the Lenders Lender for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, reasonable and documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 AgentLender’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b9.1.1(b), each examination, inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by AgentLender’s personnel or a third partyparty (and with respect to field examinations, audits and appraisals, whether such fees are out-of-pocket or allocated fees of Lender’s personnel). All legal, accounting and consulting fees shall be charged to Borrower by Agent’s professionals Lender Professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their its Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Each Obligor acknowledges that counsel may provide Lender with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Lender, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateby Borrower), it is reasonably determined by Lender in its commercially reasonable discretion that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively retroactively, and Borrower shall immediately pay to Agent, for the Pro Rata benefit of Lenders, Lender an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. (i) The applicable Borrower shall hereby agrees to reimburse Agent and (or cause any LC Obligor for whose account a Letter of Credit was issued to reimburse) each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Letter of Credit within one Business Day after such LC Issuer notifies such Borrower (or any such other LC Obligor for whose account such Letter of Credit was issued) of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to such Borrower (or a third party. All legal, accounting and consulting fees such other LC Obligor) shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in the same currency in which such Letter of Credit was made, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (Local Time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless of any reduced from and including the date paid or alternative fee billing arrangements disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that Agentshall be the rate then applicable to Revolving Loans pursuant to Section 2.11(a) that are Eurodollar Loans or, if not reimbursed within one Business Day after such notice, at the Default Rate, any Lender such interest also to be payable on demand. If by 12:00 noon Local Time on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the applicable Borrower or any the relevant LC Obligor has not made such reimbursement out of their Affiliates may have with its available cash on hand or, in the case of such professionals with respect Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesuch Borrower), it is reasonably determined that (x) such Borrower will in each case be deemed to have given a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin Notice of Borrowing for Revolving Loans which shall be applied retroactively denominated in the same currency in which the Letter of Credit was made (and, if such Letter of Credit is denominated in U.S. Dollars or Canadian Dollars, shall be deemed to be Base Rate Loans or Canadian Prime Rate Loans, respectively), in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and Borrower the Administrative Agent shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal promptly give notice to the difference between Lenders of such deemed Notice of Borrowing, and such deemed Notice of Borrowing is not required to comply with the amount requirements specified in Section 2.08), (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section Borrowing (which Revolving Loans shall be due on demandconsidered made under Section 2.02), and (z) the proceeds of such Revolving Loans shall be disbursed directly to the applicable LC Issuer to the extent necessary to effect such reimbursement and repayment of the Unpaid Drawing, with any excess proceeds to be made available to the applicable Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesClaims promptly upon request. Borrower Borrowers shall also reimburse Agent Lender for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)reasonable legal, accounting, appraisal, consulting, and other fees, costs fees and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 AgentLender’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit any examination or appraisal with respect to any Obligor or Collateral, whether prepared Collateral by AgentLender’s personnel or a third party. All reasonable legal, accounting and consulting fees shall be charged to Borrower Borrowers by AgentLender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their its Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge that counsel may provide Lender with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s overall relationship with Lender, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificateinformation in Borrower Materials), it is reasonably determined that (y) a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to AgentLender an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid or (z) a lower Applicable Margin should have applied to a period than was actually applied, for then the Pro Rata benefit of Lenders, proper margin shall be applied retroactively and Borrowers shall be entitled to a credit from Lender in an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.

Reimbursement Obligations. (i) The Borrower shall hereby agrees to reimburse Agent and each LC Issuer, by making payment directly to such LC Issuer in immediately available funds at the Lenders payment office of such LC Issuer, for all Extraordinary Expenses. Borrower shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent), accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal Unpaid Drawing with respect to any Obligor Letter of Credit immediately after, and in any event on the date on which, such LC Issuer notifies the Borrower of such payment or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees disbursement (which notice to the Borrower shall be charged delivered reasonably promptly after any such payment or disbursement), such payment to Borrower be made in Dollars, with interest on the amount so paid or disbursed by Agent’s professionals such LC Issuer, to the extent not reimbursed prior to 1:00 P.M. (local time at their full hourly ratesthe payment office of the applicable LC Issuer) on the date of such payment or disbursement, regardless from and including the date paid or disbursed to but not including the date such LC Issuer is reimbursed therefor at a rate per annum that shall be the rate then applicable to Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not reimbursed on the date of any reduced such payment or alternative fee billing arrangements that Agentdisbursement, at the Default Rate, any Lender or any such interest also to be payable on demand. If by 11:00 A.M. on the Business Day immediately following notice to it of their Affiliates may have with its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower has not made such professionals with respect reimbursement out of its available cash on hand or, in the case of the Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to this or any other transaction). If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatethe Borrower), it is reasonably determined (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Loans that a higher Applicable Margin should have applied are Base Rate Loans in an aggregate principal amount sufficient to a period than was actually appliedreimburse such Unpaid Drawing (and the Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), then(y) the Lenders shall, following Agent’s consultation with Borrowerunless they are legally prohibited from doing so, make the proper margin Loans contemplated by such deemed Notice of Borrowing (which Loans shall be applied retroactively and Borrower shall immediately pay to Agentconsidered made under Section 2.02), for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower under this Section shall be due on demand.and

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for pay all Extraordinary ExpensesExpenses promptly upon request. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs costs, and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration by Agent of and actions by Agent relating to any Collateral, Loan Documents Documents, and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder hereunder, or (subject to the limits of Section 10.1.1(b)) to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit audit, or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting accounting, and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect that otherwise might apply to this or any other transaction). Borrowers acknowledge 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata ratable benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid; provided however, that the Borrower’s obligations under this sentence shall survive the termination of the Commitments and repayment of all other Obligations (other than unasserted contingent indemnity claims or unasserted claims based on provisions in the Loan Documents that survive the repayment of the Obligations) for the limited period ending one month following the date of the annual audited financial statements of the Company and its Subsidiaries that include the period during which such termination and repayment occurred. All amounts payable by Borrower Borrowers under this Section shall be due promptly on demand.

Reimbursement Obligations. Borrower Borrowers shall reimburse Agent and the Lenders for all Extraordinary Expenses. Borrower Borrowers shall also reimburse Agent for all reasonable, documented and out-of-pocket legal (not to exceed one law firm for the arrangers and Agent and one additional local counsel in each applicable foreign jurisdiction, if reasonably requested by Agent)legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) syndication of the Revolver Commitments and 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 Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 10.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrower Borrowers by Agent’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Agent, any Lender or any of their Affiliates may have with such professionals with respect to this or any other transaction). Borrowers acknowledge that counsel may provide Agent with a benefit, such as a discount, credit or other accommodation, based on counsel’s overall relationship with Agent, including fees paid hereunder. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agent’s consultation with Borrower, then the proper margin shall be applied retroactively and Borrower Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrower Borrowers under this Section shall be due on demand.