Common use of Reimbursement Obligations Clause in Contracts

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. 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 Borrowers shall 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 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 the 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. (i) The Borrowers shall hereby agree to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation payment or disbursement, from 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 Eurodollar Loans or, if not timely delivered before reimbursed within one Business Day after such notice, at the Closing Date)rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. All 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 the relevant LC Obligor have not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees such Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (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 expenses, the Administrative Agent shall promptly give notice to the reasonable Lenders of such deemed Notice of Borrowing, and documented feessuch deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), disbursements (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers Obligors shall reimburse Agent for pay all Extraordinary ExpensesClaims promptly upon request. Borrowers Obligors shall also reimburse Agent for all reasonable and documented out-of-pocket legallegal (limited to one counsel for Agent and one local counsel for Agent in each relevant jurisdiction, and, in the case of a conflict of interest, one additional primary counsel and one additional local counsel in each jurisdiction), accounting, appraisalconsulting, consultingfield exam, quality of earning reporting, and other reasonable and documented out-of-pocket fees, costs (provided that the fees and expenses actually of any internal field examination shall be deemed to be out-of-pocket) fees and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 may be charged to Obligors by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates or branches may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers Obligors shall within three (3) Business Days of request, 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 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 the 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. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason disbursement under such Letter of Credit (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of and 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 LC Issuer shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal give notice to the difference between Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, but in any event no later than 2:00 P.M. (local time at the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by 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 (aNotice Office) on the Closing Date 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 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 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 such documentation reasonably supporting such fees and expenses is provided not reimbursed within three (3) days prior the time required pursuant to the Closing Dateforegoing, at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or (b) within three (3) Business Days after delivery disbursement in respect of such supporting documentation if an Unpaid Drawing, the Borrower or the other relevant LC Obligor has not timely delivered before the Closing Date). All made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Revolving Lenders of such deemed Notice of Borrowing), (y) the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction whichRevolving Lenders shall, in each caseaccordance with and subject to Section 2.05(g)(iii) and unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall exclude allocated costs of in-house counsel be considered made under Section 2.02), and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually reasonably incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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; provided, however, that (i) prior to any Event of Default, Borrowers’ obligations to reimburse Agent for the fees and expenses of counsel shall be limited to 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, 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 Lender, representation of all such Indemnitees would be inappropriate due to the existence of an actual or potential conflict of interest. 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 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 prior to Full Payment of all of the Obligations 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 Borrowers shall within three (3) Business Days of request, 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 Borrowers under this Section shall be due on demand. If within thirty (30) days after the end of receipt by 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 of sends notice to Agent within such thirty (30) days, the Borrowers shall receive a credit from Agent in 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 the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior amount equal to the Closing Date, or (b) within three (3) Business Days after delivery of difference between the amount actually paid for 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 month 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 amount of in-house counsel interest and (ii) in fees that would have accrued using the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Personproper margin.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is reasonably determined 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 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 Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date date required, 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 such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to not reimbursed on the Closing Date, or (b) within three (3) Business Days after delivery date of such supporting documentation if not timely delivered before payment or disbursement because the Closing Date). All Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such reimbursement obligations, including Extraordinary Expenses, shall interest also to 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 Personpayable on demand.

Reimbursement Obligations. Borrowers (a) Bazaar Company shall reimburse Agent the Aladdin Parties for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable the costs associated with (i) the construction of the structural shoulder area of the Shell shared by the Retail Facility and documented out-of-pocket legalthe Aladdin Hotel and Casino in the amount of Twelve Million Seven Hundred Fifty Thousand Dollars ($12,750,000), accounting, appraisal, consulting(ii) the construction of the Facade in the amount of Eight Hundred Fifty Thousand Dollars ($850,000), and other reasonable and documented out-of-pocket fees, (iii) Bazaar Company's pro rata share of the financing costs and expenses actually incurred by it the Aladdin Parties, as reasonably determined by Bazaar Company and the Aladdin Parties, in connection with the costs set forth in clauses (ai) 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. 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 Borrowers shall 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 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 the 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) above (the "Reimbursement Obligation"). Assuming all of the work described in clauses (i) and (ii) has been completed in accordance with the case requirements of other consultants the Design/Build Contract, Bazaar Company shall pay the Reimbursement Obligation immediately upon its first draw under its construction financing. If such work has not been completed at the time of Bazaar Company's first draw and advisersBazaar Company's construction lender permits such partial reimbursements to be funded under its construction draws, the Reimbursement Obligation shall be paid in proportion to the reasonable work completed, as reasonably determined by Bazaar Company's construction lender. If Bazaar Company's construction lender does not permit partial reimbursement to be funded, the reimbursement obligation shall be paid in a lump sum upon completion of the applicable work. (b) Notwithstanding that certain Letter of Intent signed by the parties as of February 26, 1997, Bazaar Company and documented fees the Aladdin Parties shall have no reimbursement obligations one to the other with respect to the construction of the Aladdin Improvements and expenses the Bazaar Improvements except as set forth in this Agreement, the REA and the Common Parking Area Use Agreement. Notwithstanding anything to the contrary contained in this Agreement, in no event shall Bazaar Company be obligated to spend more than Thirty Six Million Dollars ($36,000,000) attributable to the design and construction of such Personthe Common Parking Area, and any excess costs shall be paid by the Aladdin Parties.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date 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 2.09(a) that are Base Rate Loans or, if not reimbursed on the date of such documentation reasonably supporting payment or disbursement, at the Default Rate, any such fees 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 the relevant LC Obligor has not made such reimbursement out of its available cash on hand, (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 expenses is provided within three (3) days prior the Administrative Agent shall promptly give notice to the Closing Date, or (b) within three (3) Business Days after delivery Lenders of such supporting documentation if not timely delivered before deemed Notice of Borrowing), (y) the Closing DateLenders 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). All , 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 obligationsand repayment of the Unpaid Drawing, including Extraordinary Expenses, shall with any excess proceeds to be limited, in the case of legal fees and expenses, made available to the reasonable and documented fees, disbursements and other charges Borrower in accordance with the applicable provisions 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) 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 may be charged to Borrowers by Agent's professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers The Borrower shall reimburse Administrative Agent any each Lender for all Extraordinary Expenses promptly upon written request (including documentation reasonably supporting such request). The Borrower shall also reimburse Administrative Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all (a) reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) 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. The Borrower acknowledges 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three two (32) Business Days of request, written notice from Administrative Agent the Borrower shall 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 Borrowers the Borrower 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 the 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 Personpayable promptly following demand therefor.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 2.09(a) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent and Security Trustees, upon presentation of a summary statement, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Agent’s or the applicable Security Trustee’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Security Trustee, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers 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 for all Extraordinary Expenses. Borrowers 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 also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with have received notice of such LC Disbursement later than 2:00 p.m. (aNew York City time) 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 CollateralBusiness 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 maintain any insurance required hereunder make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the 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 a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, as applicable), (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, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to verify Collateral; the 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. 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 prior the applicable Issuing Lender shall be entitled to Full Payment of all recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Obligations that Federal Funds Rate and a higher Applicable Margin should have applied 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 a period than was actually appliedthis Section 2.09, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, 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 Borrowers its obligations under this Section 2.09 shall be due within thirty (30) days of receipt survive the payment by the Borrower Agent Company of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees all LC Disbursements and expenses accrued through any termination of this Agreement. Without limiting the Closing Date, which shall be paid (a) on the 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 limitedforegoing, in the case event that any reimbursement of legal fees and expenses, an LC Disbursement by the Company to any Issuing Lender is required to be repaid to the reasonable and documented feesCompany (pursuant to a proceeding in bankruptcy or otherwise), disbursements and other charges of one primary counsel then the applicable Issuing Lender shall continue to Agentbe entitled to recover from each Lender, pluson demand, 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 portion of such Personrepaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. Borrowers Obligors shall reimburse Agent for pay all Extraordinary ExpensesClaims within 10 days of receipt of a reasonably detailed written request therefor from the requesting Person. Borrowers Obligors shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs fees and expenses actually incurred by it in connection with (a) the 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 Obligors by Agent’s professionals at their then applicable hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise might apply to 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 Borrowers Obligors under this Section shall be due within thirty (30) 10 days of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than accordance with respect to fees and expenses accrued through the Closing Date, which Section 3.3. This Section 3.4 shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior subject 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 PersonLegal Expenses Limitation.

Reimbursement Obligations. Borrowers 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 for all Extraordinary Expenses. Borrowers 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 also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with have received notice of such LC Disbursement later than 2:00 p.m. (aNew York City time) 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 CollateralBusiness 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 maintain any insurance required hereunder make such payment under this paragraph at the time specified in the preceding sentence, the applicable Issuing Lender shall notify each Lender and the Administrative 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 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 a Revolving Advance consisting of a Base Rate Revolving Advance in the amount of such LC Disbursement (or the Dollar Equivalent thereof, as applicable), (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, such Revolving Advance shall be made as provided in Sections 2.01 and 2.02 except that the amount of such Revolving Advance shall be disbursed to verify Collateral; the 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. 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 prior the applicable Issuing Lender shall be entitled to Full Payment of all recover from such Lender, on demand, such amount with interest thereon calculated from the due date at the greater of the Obligations that Federal Funds Rate and a higher Applicable Margin should have applied 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 pursuant to a period than was actually appliedthis Section 2.09, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, 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 Borrowers its obligations under this Section 2.09 shall be due within thirty (30) days of receipt survive the payment by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees all LC Disbursements and expenses accrued through any termination of this Agreement. Without limiting the Closing Date, which shall be paid (a) on the 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 limitedforegoing, in the case event that any reimbursement of legal fees and expenses, an LC Disbursement by the Borrower to any Issuing Lender is required to be repaid to the reasonable and documented feesBorrower (pursuant to a proceeding in bankruptcy or otherwise), disbursements and other charges of one primary counsel then the applicable Issuing Lender shall continue to Agentbe entitled to recover from each Lender, pluson demand, 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 portion of such Personrepaid amount as shall be determined in accordance with this Section 2.09.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation 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 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. If, for disbursement (which notice to the Borrower (or such other Letter of Credit Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in Dollars, with interest on the amount so paid or disbursed by such Letter of Credit Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall within three (3) Business Days applicable Letter 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 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 (aCredit Issuer) on the 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 date of such supporting documentation payment or disbursement, from and including the date paid or disbursed to but not including the date such Letter of 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 timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant Letter of Credit Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.2), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable Letter of Credit Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (Local Time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date 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 contemporaneous Borrowing hereunder (if such documentation reasonably supporting such fees and expenses Borrowing is provided within three (3) days prior otherwise available to the Closing DateBorrower), or (bx) within three 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 (3) Business Days after delivery and the Administrative Agent shall promptly give notice to the Lenders of such supporting documentation if deemed Notice of Borrowing, and such deemed Notice of Borrowing is not timely delivered before required to comply with the Closing Daterequirements specified in Section 2.08). All , (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered 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 obligationsand repayment of the Unpaid Drawing, including Extraordinary Expenses, shall with any excess proceeds to be limited, in the case of legal fees and expenses, made available to the reasonable and documented fees, disbursements and other charges applicable Borrower in accordance with the applicable provisions 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 Personthis Agreement.

Reimbursement Obligations. Borrowers Borrower shall reimburse the Administrative Agent for all Extraordinary Expenses. Borrowers Borrower shall also reimburse the Administrative Agent for all reasonable and documented out-of-pocket legal, accounting, appraisalexamination, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 party. If, for any reason party (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 Borrowers shall 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 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 the 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, subject to the immediate following sentence). All legal and accounting fees incurred by Agent Professionals shall be charged to Borrower at the actual rate charged by such Agent Professionals; provided, that Xxxxxxxx’s obligation to reimburse the Administrative Agent for legal fees and expenses shall be limited to the reasonable and documented fees, disbursements legal fees and other charges expenses of one primary counsel to Agentcounsel, 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 whichrelevant jurisdiction, in each case, shall exclude allocated costs and one special counsel (the appointment of in-house any such special counsel and (ii) in the case of other consultants and advisers, to be subject to the reasonable consent of Obligors, so long as not unreasonably withheld, conditioned or delayed) for each relevant specialization for which the Administrative Agent deems necessary or appropriate. In addition to the Extraordinary Expenses of the Administrative Agent, upon the occurrence and documented fees during the continuance of an Event of Default, Borrower shall reimburse each Lender for any reasonable out-of-pocket fees, charges and disbursements (including without limitation, the reasonable, documented, and out-of-pocket fees, charges and disbursement of one primary outside legal counsel for all of the Lenders) incurred by it in connection with the enforcement, collection or protection of its rights under the Loan Documents, including all such expenses of such Personincurred during any workout, restructuring or Insolvency Proceeding. All amounts payable by Borrower under this Section shall be due on demand.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent for all costs 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, in the case of clause (a) below, each Lead Arranger, for all reasonable and documented documented, out-of-pocket costs and expenses (including all legal, accounting, appraisal, consulting, consulting fees and other reasonable and documented out-of-pocket fees, costs and expenses actually expenses) incurred by it in connection with (a) 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 Borrowers by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) Each Revolving Facility Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 and in any event (x) with respect to 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 third party. IfDesignated Foreign Currency, 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 Borrowers shall within three (3) two Business Days of request, pay to Agent, the date on which such LC Issuer notifies the Company (or any such other LC Obligor for the Pro Rata benefit whose account such Revolving Facility Letter 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 Borrowers under this Section shall be due within thirty Credit was issued (30each being a “Notifiable Party”)) 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 the 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, payment or disbursement (in the case of legal fees each of clauses (x) and expenses(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 reasonable 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 documented feesincluding 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, disbursements 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 other charges 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 one primary counsel to Agent, plus, its available cash on hand or a contemporaneous Borrowing hereunder (if reasonably necessary, one primary counsel such Borrowing is otherwise available to the Agent Company or such LC Obligor), (x) the Company, or if the LC Obligor is a 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 LendersGlobal Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing), taken as a whole(y) the Lenders shall, plusunless they are legally prohibited from doing so, if reasonably necessarymake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable and documented fees and expenses applicable LC Issuer to the 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 such Personthis Agreement.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent each 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. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the Borrower will in each case be deemed to have given a Notice of Borrowing for Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Loans contemplated by such deemed Notice of Borrowing (which Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall The Company hereby unconditionally and irrevocably agrees to reimburse the applicable Issuing Lender through the Administrative Agent for all Extraordinary Expenseseach 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. Borrowers If the Company fails to reimburse the L/C Issuer by the date and time specified in the preceding sentence, the Administrative Agent shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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), promptly notify each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all Lender of the Obligations that a higher Applicable Margin should have applied to a period than was actually applied, then, following Agentamount of the unreimbursed drawing (the “Unreimbursed Amount”) and the amount of such Lender’s consultation with BorrowerPercentage thereof. In such event, the proper margin Company shall be applied retroactively and Borrowers shall within three (3) Business Days deemed to have requested a borrowing of request, pay Revolving Loans to Agent, for the Pro Rata benefit of Lenders, be disbursed on such 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 payable by Borrowers under this Section not reimbursed on the Honor Date shall be due within thirty (30) days of receipt bear interest from the Honor Date to the date that such Issuing Lender is reimbursed by the Borrower Agent of an invoice relating thereto setting forth such expense Company therefor, payable on demand, at a rate per annum equal to the Base Rate from time to time in reasonable detail (other than with respect to fees and expenses accrued through the Closing Dateeffect plus, which shall be paid (a) beginning on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to third Business Day after receipt of notice from the Closing Date, or (b) within three (3) Business Days after delivery Issuing Lender of such supporting documentation if not timely delivered before payment or disbursement, 2%. The applicable Issuing Lender shall notify 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 Company 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 Administrative Agent whenever any demand for payment is made under any Letter of in-house counsel and (ii) in Credit by the case of other consultants and advisers, to beneficiary thereunder; provided that the reasonable and documented fees and expenses failure of such PersonIssuing Lender to so notify the Company shall not affect the rights of such Issuing Lender or the Lenders in any manner whatsoever.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent and its Affiliates for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it Agent or any such Affiliate in connection with (a) negotiation negotiation, preparation, and preparation enforcement of and 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 Borrowers by Agent’s or its Affiliate’s (as applicable) professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers (i) The L/C Issuer shall reimburse give prompt notice to Agent of each payment under an L/C by the L/C Issuer for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and drafts drawn or any other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment amount paid 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. 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 disbursed under an L/C. Borrower shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 any Unreimbursed Drawings and Agent shall promptly notify the Banks of the amount of 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. 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 fees be payable by Borrower (for the account of the L/C Issuer to the extent that would have accrued using such Unreimbursed Drawing has not been reimbursed in full) on the proper margin date on which interest on Base Rate Loans next becomes due and payable. (ii) Notwithstanding the foregoing (but without limiting the obligations of the Banks to make Loans pursuant to Mandatory L/C Borrowings in accordance with subsection (i) above), if at any time when a draft is drawn under an L/C there are not sufficient funds in any account of Borrower with the L/C Issuer or sufficient availability of Commitments hereunder to permit the making of Loans sufficient to fund the payment of such draft, any funds advanced by the L/C Issuer and the amount actually paidother Banks in payment thereof shall be due and payable immediately and shall bear interest until paid in full at the Default Rate, such interest to be payable on demand. All amounts payable In the event of any conflict, discrepancy or omission of terms provided herein between the terms established by Borrowers the L/C Issuer in its Application Documents or otherwise and this Agreement, the terms provided herein shall prevail. The obligations of the Banks in respect of any funds so advanced or to be advanced by the L/C Issuer under this Section 2.2(c)(ii) and Section 2.2(c)(i) shall be due within thirty (30as more particularly described in Sections 2.2(e)(ii) 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 the 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 Personiii).

Reimbursement Obligations. Borrowers shall reimburse Agent and each Co-Collateral Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented legal fees of one outside counsel, one local counsel in each relevant jurisdiction (as determined by the Agent in its reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Agent) and one conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting and other reasonable and documented fees, out-of-pocket 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, 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. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, also reimburse Lenders 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 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 all costs and expenses accrued through the Closing Date, which shall be paid incurred by them (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior but limited 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 outside counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the for all Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable relevant jurisdiction which(as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each casematter (as reasonably required by the Lenders) and one conflict of interest counsel (as determined by 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 rights under this Loan Agreement or any of 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 (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 exclude allocated costs also reimburse the Tranche A-1 Documentation Agent for all reasonable and documented legal fees of in-house one outside counsel incurred by it on behalf of the Tranche A-1 Lenders in connection with 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 other consultants this clause (ii) as a result of a failure to comply with Section 8.1, Section 10.1.2(n), Section 10.1.2(o), or Section 10.3). All amounts reimbursable by Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and advisers, shall be payable within ten Business Days after presentation by Agent to the reasonable and documented fees and expenses Borrowers of a reasonably detailed itemization of such Personamounts.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2% per annum; provided, however, that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Revolver Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Revolver Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "IXC Communications Services Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the IXC Communications Services Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by failing to or not being permitted to borrow Revolver Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Revolver Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (ae) on The Borrower and the Closing Date if Parent shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such documentation reasonably supporting such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR SUCH INDEMNIFIED PARTY), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Agent in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party of Administrative Agent as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Revolver Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers Obligors shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers Obligors shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Obligors by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise might apply to this or any other 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 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, then the proper margin shall be applied retroactively and Borrowers Obligors shall within three (3) Business Days of request, 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 Borrowers Obligors 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower shall pay to the LC Issuer sufficient funds in the currency of the relevant Letter of Credit, either immediately on demand by the LC Issuer, to reimburse the LC Issuer for any payment made by it pursuant to such Letter of Credit, or at the option of the LC Issuer by prior written notice to the Borrower, on or prior to the date on which any payment is to be made by the LC Issuer pursuant to such Letter of Credit, to fund such payment by the LC Issuer. If the Borrower does not make any payment required by the preceding sentence, the LC Issuer may (but shall not be obliged to), without receipt of a Notice of Drawdown and preparation irrespective of whether any other applicable conditions precedent specified herein have been satisfied, and without waiver of the Default constituted by the Borrower’s failure to make such required payment, make a Prime Loan Documentswhere the currency of such required payment is Cdn. Dollars or a USBR Loan where the currency of such required payment is in any currency other than Cdn. Dollars, including any amendment or to the Borrower in the aggregate amount of such required payment, and shall forthwith give notice thereof to the Borrower and the Agent. For the purposes of determining the principal amount of such USBR Loan where the currency of the required payment is not U.S. Dollars, the required payment shall be converted into U.S. Dollars on the basis of the actual exchange rate obtained by the LC Issuer to purchase the required amount of such other modification thereof; currency on the date of the required payment. The Borrower agrees to accept each such Advance and hereby irrevocably authorizes and directs the LC Issuer to apply the proceeds thereof in payment of the liability of the Borrower with respect to such required payment. (b) administration Each of the Lenders, other than the LC Issuer, agrees that it shall purchase from the LC Issuer, and actions relating the LC Issuer shall sell to such Lenders, for cash, at par, without representation or warranty from or recourse to the LC Issuer, (and irrespective of whether any Collateralcondition precedent to an Advance has been met, whether any Default or Event of Default has occurred or is continuing or whether any acceleration or any enforcement action (including any termination of the Commitments) has occurred or commenced under the Loan Documents and transactions contemplated therebyor otherwise or whether the Maturity Date has lapsed) on a Pro Rata Basis, including an undivided interest in any actions taken Advance made by the LC Issuer pursuant to perfect or maintain priority of Agent’s Liens on Section 5.2(a), immediately upon such Advance being made. The LC Issuer, upon consultation with the purchasing Lenders, shall have the power to settle any Collateraldocumentation required to evidence any such purchase and, if deemed advisable by the LC Issuer, to maintain execute any insurance required hereunder or document as attorney for any Lender in order to verify Collateral; complete any such purchase. The Borrower and the Lenders acknowledge that the foregoing arrangements are to be settled by the Lenders among themselves, and the Borrower expressly consents to the foregoing arrangements among such Lenders. Notwithstanding that any Lender may assign its rights and obligations hereunder, the obligations in this Section 5.2(b) shall continue as obligations of the Persons who were Lenders at the time each such Letter of Credit was issued, unless the LC Issuer specifically releases such Lender from such obligations by executing the applicable Lender Assignment Agreement. (c) subject If a domestic or foreign court issues any judgment or order extending the liability of the LC Issuer to make payment under such Letter of Credit beyond the expiry date specified therein, the Borrower shall forthwith upon demand by the LC Issuer pay to the limits LC Issuer, funds in the currency 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment such Letter 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 Credit and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between in the amount of the Advance constituted by such Letter of Credit. Such funds (together with interest and fees that would have accrued using thereon) shall be held by the proper margin LC Issuer for payment of the liability of the Borrower pursuant to Section 5.2(a) or otherwise in respect of such Letter of Credit so long as the aforementioned judgment or order remains in force and the amount actually paid. All amounts payable by Borrowers LC Issuer has or may in any circumstance have any liability under this Section such Letter of Credit, and shall be due within thirty (30) days of receipt bear interest for such terms as are selected from time to time by the Borrower Agent LC Issuer at the wholesale money market rate of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees the LC Issuer for deposits of similar currency, amounts and expenses accrued through the Closing Date, which shall be paid (a) on the 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 maturities. Any balance of such supporting documentation if funds and interest remaining at such time as the LC Issuer does not timely delivered before have and may never have any liability under such Letter of Credit shall nevertheless continue to be held by 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, plusLC Issuer, if reasonably necessaryand so long as any Default or Event of Default is continuing, one primary counsel to as security for the Agent and remaining liabilities of 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 Borrower under the case of other consultants and advisers, to the reasonable and documented fees and expenses of such PersonLoan Documents.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and 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. , such Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legallegal (limited in the case of legal fees and expenses, to the reasonable and documented fees and expenses of one counsel to all Credit Parties, taken as a whole, and if deemed reasonably necessary by Agent, one local counsel in each applicable jurisdiction for all Credit Parties, 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 reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any 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 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 prior to Full Payment of all of the Obligations 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 the applicable Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers 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 for all Extraordinary Expensesand the Lenders. Borrowers 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 reasonable be evidenced by the Revolving Credit Notes. Each Lender acknowledges and documented out-of-pocket legalagrees 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, accountingincluding, appraisalwithout limitation, consultingthe occurrence and continuance of a Default or Event of Default, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. 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 Borrowers shall within three (3) Business Days of request, 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 Borrowers under this Section Each such Revolving Loan shall be due within thirty (30) days deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each Lender is hereby authorized to record on its records relating to its Revolving Credit Note such Lender’s pro rata share of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees amounts paid and expenses accrued through the Closing Date, which shall be paid (a) not reimbursed on the 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 Letters 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 PersonCredit.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is reasonably determined 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 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 Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date date required, 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 such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to not reimbursed on the Closing Date, or (b) within three (3) Business Days after delivery date of such supporting documentation if not timely delivered before payment or disbursement because the Closing Date). All Aggregate Credit Facility Exposure exceeds the Revolving Commitment, then at the Default Rate, any such reimbursement obligations, including Extraordinary Expenses, shall interest also to 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 Personpayable on demand.

Reimbursement Obligations. Borrowers 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 for all Extraordinary Expenses. Borrowers shall also reimburse upon any payment made by the Administrative Agent for pursuant to an LC Support Agreement, together with any and all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs charges and expenses actually incurred which the 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 it in connection with this sentence to be made by the Borrower at or before 2:00 P.M. (aChicago time or the relevant local time, as applicable) 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 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(bapplicable 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 amounts not paid by the Borrower to the Issuing Lender or the Administrative Agent (as applicable) when due under this subsection (g), for each inspection, audit or appraisal with respect day from and including the date when such amount becomes due to any Obligor or Collateralbut excluding the date such amount is paid in full, whether prepared by Agent’s personnel before or after judgment, at a third party. 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 Borrowers shall within three (3) Business Days of request, 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 by Borrowers under this Section shall Each reimbursement payment to be due within thirty (30) days of receipt made by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail pursuant to this subsection (other than with respect to fees and expenses accrued through the Closing Date, which g) shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior made to the Closing Date, Issuing Lender or the Administrative Agent (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 (iiapplicable) in the case of Federal or other consultants and advisers, funds immediately available to the reasonable and documented fees and expenses of such Personit at its address referred to in Section 10.01.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason disbursement under such Letter of Credit (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all of and 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 LC Issuer shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount equal give notice to the difference between Borrower (or such other LC Obligor) of such payment or disbursement as soon as practicable, but in any event no later than 2:00 P.M. (local time at the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by 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 (aNotice Office) on the Closing Date 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 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 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 such documentation reasonably supporting such fees and expenses is provided not reimbursed within three (3) days prior the time required pursuant to the Closing Dateforegoing. at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or (b) within three (3) Business Days after delivery disbursement in respect of such supporting documentation if an Unpaid Drawing, the Borrower or the other relevant LC Obligor has not timely delivered before the Closing Date). All made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Revolving Lenders of such deemed Notice of Borrowing), (y) the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable jurisdiction whichRevolving Lenders shall, in each caseaccordance with and subject to Section 2.4(g)(iii) and unless they are legally prohibited from doing so, make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall exclude allocated costs of in-house counsel be considered made under Section 2.2), and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and 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. , such Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any 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 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 prior to Full Payment of all of the Obligations 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 the applicable Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 (or the next Business Day if Borrower or such other LC Obligor or Collateral, whether prepared by Agent’s personnel or a third party. If, receives notice after the deadline for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesubmitting Notices of Borrowing), it is 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 disbursement (which notice to the Borrower (or such other LC Obligor) shall be delivered reasonably determined promptly after any such payment or disbursement), such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 2.09(a) that are Base Rate Loans or, if not timely delivered before reimbursed within one Business Day of the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2% per annum; provided, however, that if the -------- ------- Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Revolver A Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Revolver A Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Qwest Communications International Inc. Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Qwest Communications International Inc. Special Account, after the date of the expiration of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Borrower promptly after such expiration and such payment in full. (c) The obligations of the Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full. (d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Revolver A Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Revolver A Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (e) The Borrower, as to Letters of Credit issued for its account, shall indemnify and hold harmless the Administrative Agent, the Lead Arranger, each Lender and their respective affiliates, officers, directors, employees, agents and advisors (each, an "Indemnified Party") from and against any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees that would and disbursements of counsel) which may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of, or in connection with the preparation for a defense of, any investigation, litigation or proceeding arising out of, related to or in connection with the Letters of Credit, including without limitation, any transaction in which any Letter of Credit is being issued and in connection with actions taken under the Letters of Credit or in connection therewith, whether or not an Indemnified Party is a party thereto, whether or not the transactions contemplated herein are consummated, and whether or not such claim, damage, loss, liability or expense results from the negligence of such Indemnified Party and except only to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have accrued using resulted from such Indemnified Party's gross negligence or willful misconduct. Borrower will not settle or consent to judgment with respect to any investigation, litigation, or proceeding without the proper margin prior written consent of the Administrative Agent and any affected Indemnified Party, unless such settlement or consent includes an unconditional release of each such Indemnified Party or unless each Indemnified Party is entitled to be indemnified under this Section 3.03(e) (which entitlement the amount actually paidBorrower will confirm to such Indemnified Party in writing, if requested). All amounts payable by Borrowers The Borrower shall periodically, upon request, reimburse each Indemnified Party for its reasonable legal and other actual expenses (including the cost of any investigation and preparation) incurred in connection with any indemnified matter. The reimbursement, indemnity and contribution obligations under this Section shall be due within thirty (30) days of receipt by in addition to any liability which the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect may otherwise have, shall extend upon the same terms and conditions to fees each Indemnified Party, and expenses accrued through the Closing Date, which shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees binding upon and expenses is provided within three (3) days prior inure to the Closing Datebenefit of any successors, assigns, heirs and personal representatives of the Borrower, the Administrative Agent, the Lenders and all other Indemnified Party. This Section shall survive any termination of this Agreement and repayment of the Obligations. If the Borrower for any reason fails to indemnify or (b) within three (3) Business Days after delivery of pay Administrative Agent or such supporting documentation if not timely delivered before Indemnified Party as set forth herein in full, the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, Lenders shall be limitedindemnify and pay Administrative Agent upon demand, in accordance with each Lender's Revolver A Specified Percentage, such amounts due and unpaid from the case Borrower. The provisions of legal fees and expenses, to this Section 3.03(e) shall survive the reasonable and documented fees, disbursements and other charges termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Administrative Agent and Lenders for all Extraordinary Expenses. Without duplicating the foregoing, Borrowers shall also reimburse Administrative Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, consulting and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it Administrative Agent in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 (but excluding compensation paid to such personnel) or a third party. All legal, accounting and consulting fees charged to Borrowers by Administrative Agent’s professionals at their rates shall take into account any reduced or alternative fee billing arrangements that Administrative 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 different 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 (A) in the event that a higher Applicable Margin should have been applied, Borrowers shall within three (3) Business Days of request, immediately pay to Administrative 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, and (B) in the event that a lower Applicable Margin should have been applied, Administrative Agent shall apply 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 to reduce any outstanding amount of Obligations and, if no Obligation is outstanding, promptly remit such amount to an account that Borrower Agent shall specify to Administrative Agent in writing. All amounts payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consultingaccounting and consulting fees reasonably incurred, and any appraisal and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 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 prior to Full Payment of all of the Obligations 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 Borrowers shall within three (3) Business Days of request, 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 If no Loans are outstanding and no Event of Default shall have occurred and be continuing on the day the amounts payable by Borrowers under this Section are demanded, such amounts shall be due invoiced to Borrowers and payable within thirty (30) five business days of receipt by the Borrower Agent date of an invoice relating thereto setting forth such expense in reasonable detail (invoice. In all other than with respect to fees and expenses accrued through the Closing Datecases, which such amounts shall be paid (a) payable on the Closing Date if such documentation reasonably supporting such fees demand and expenses is provided within three (3) days prior may be charged to the Closing Date, or (b) within three (3) Business Days after delivery of such supporting documentation facility and if not timely delivered before the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, so charged shall be limited, in the case of legal fees and expenses, deemed 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 be 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 PersonBase Rate Revolver Loan.

Reimbursement Obligations. Borrowers within each Borrower Group shall reimburse Agent and 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. , such Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any 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 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 prior to Full Payment of all of the Obligations 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 the applicable Borrowers shall within three (3) Business Days of request, immediately pay to Agent, for the Pro Rata benefit of LendersApplicable Lenders (or Lenders with outstanding Term Loans in the case of interest related to the Term Loans), 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) The applicable Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in the same currency in which such Letter of Credit was made, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (Local Time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 timely delivered before reimbursed within one Business Day after such notice, at the Closing Date)Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees such Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) such Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans that are Base Rate Loans which shall be denominated in the same currency in which the Letter of Credit was made, in an aggregate principal amount (or Dollar Equivalent of such amount as applicable in the sole discretion of the LC Issuer) sufficient to reimburse such Unpaid Drawing (and expenses, the Administrative Agent shall promptly give notice to the reasonable Lenders of such deemed Notice of Borrowing, and documented feessuch deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), disbursements (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe 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. Borrowers Borrower shall reimburse Agent and Lenders for all Extraordinary Expenses. Borrowers Borrower shall also reimburse Agent and, as applicable, Lenders, solely to the extent that such amounts do not constitute Extraordinary Expenses, for all reasonable (i) legal fees and documented out-of-pocket legalexpenses of one outside counsel for 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 relevant jurisdiction to Agent and Lenders, taken 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 reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it Agent, in connection with (a) 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. IfAll legal, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior accounting and consulting fees shall be charged 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 Borrower by Agent’s consultation with Borrowerand Lenders’ respective professionals at their full hourly rates, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days regardless of request, pay to any reduced or alternative fee billing arrangements that Agent, for the Pro Rata benefit any Lender, or any of Lenders, an amount equal to the difference between the amount of interest and fees that would their Affiliates may have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall be due within thirty (30) days of receipt by the Borrower Agent of an invoice relating thereto setting forth with such expense in reasonable detail (other than professionals with respect to fees and expenses accrued through this or any other transaction; provided, that the Closing Date, which foregoing shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior in no way limit Borrower’s obligations to the Closing Datereimburse Agent, 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, Lenders as provided for elsewhere in the case Transaction Documents, including, without limitation, reimbursement of legal fees Extraordinary Expenses pursuant to this Section 3.4 and expenses, reimbursements contemplated pursuant 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 PersonSection 9.1.

Reimbursement Obligations. Borrowers shall reimburse Agent Lender for all Extraordinary Expenses. Borrowers shall also reimburse Agent Lender for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 or appraisal with respect to any Obligor or Collateral, whether prepared by AgentLender’s personnel or a third party. 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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. If it is determined within 30 days after an adjustment in the Applicable Margin that the Applicable Margin should have been adjusted to a lower Applicable Margin, then the proper margin shall be applied retroactively and Lender shall pay to Borrowers an amount equal to the difference between the amount of interest that would have accrued using the proper margin, such adjustment payment shall only be made by Lender if the reason for the application of the incorrect Applicable Margin is a result of calculation mistakes made by Borrowers on a Compliance Certificate (and not mistakes or inaccurate reporting on financial statements), and Borrower notifies Lender of such mistake within 30 days after such incorrect adjustment to the Applicable Margin. All amounts payable by 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers (i) Upon receipt from the beneficiary of any Letter of Credit of any notice of drawing under such Letter of Credit, the LC Issuer shall notify the Borrower and the Administrative Agent thereof. Not later than 11:00 a.m. on the date one Business Day after the day of any payment by the LC Issuer under a Letter of Credit (each such date, an “Honor Date”), the Borrower shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred the LC Issuer (or cause it to be reimbursed) by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject making payment directly 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all LC Issuer in immediately available funds in Dollars at the payment office 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 Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, LC Issuer in an amount equal to such drawing. To the difference between extent reimbursement is not so made when required, (A) 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 of sufficient to reimburse any such Unreimbursed Drawing (plus interest and fees that would have accrued using at the proper margin rate provided below in this Section 2.05(f)(i)) and the amount actually paid. All amounts payable Administrative Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, and (B) the Lenders shall, subject to Section 5.02, make the Revolving Loans contemplated by Borrowers under this Section such deemed Notice of Borrowing (which Revolving Loans shall be due within thirty (30) days considered made under Section 2.02), and the proceeds of receipt by such Revolving Loans shall be disbursed directly to the 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 Agent in accordance with the applicable provisions of an invoice relating thereto setting forth this Agreement. To the extent such expense in reasonable detail (other than with respect Unreimbursed Drawing is not reimbursed prior to fees 1:00 P.M. on the date such reimbursement is required to be made pursuant to the foregoing, interest on such Unreimbursed Drawing shall accrue, from and expenses accrued through including the Closing Date, which date paid or disbursed to but not including the date the LC Issuer is reimbursed therefor at a rate per annum that shall be paid (athe rate then applicable to Revolving Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans; provided, however, if such amount cannot be reimbursed on the 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 date of such supporting documentation if payment or disbursement because one or more conditions precedent to such Credit Event cannot timely delivered before be satisfied, such amount shall thereafter bear interest at the Closing Date). All such reimbursement obligationsapplicable Default Rate, including Extraordinary Expenses, and 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 Personpayable on demand.

Reimbursement Obligations. Borrowers shall reimburse Agent and each Lender for all Extraordinary Expenses incurred by Agent or such Lender in reference to such Borrowers or its related Obligations or Collateral. In addition to such Extraordinary Expenses. , Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket actual legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 CollateralCollateral securing such Obligor’s Obligations, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to 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 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 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, then the proper margin shall be applied retroactively and the applicable Borrowers shall within three (3) Business Days of request, immediately pay to Agent, for the Pro Rata 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent the 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. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aLC Issuer) on the 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 date of such supporting documentation 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 timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable and documented feesBorrower), disbursements and other charges of one primary counsel to (w) the applicable LC Issuer shall so notify the Administrative Agent, plus, if reasonably necessary, one primary counsel (x) the 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 Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under ‎Section 2.01), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to such LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. 1.7.2.1 Upon receipt by the Letter of Credit Bank of a Drawing under any Letter of Credit, Agent shall promptly notify the Borrowers of the amount of such Drawing and the date on which the payment thereof is to be made by the Letter of Credit Bank to the beneficiary of such Letter of Credit (but Agent's failure to give any such notice shall not affect the Borrowers' Reimbursement Obligations hereunder). The Borrowers agree to reimburse the Agent for the amount of each Drawing under or purported to be made under any Letter of Credit which is paid or reimbursed by Agent, which reimbursement by Borrowers shall reimburse be made in full at or prior to the time Agent pays or reimburses the Letter of Credit Bank for all Extraordinary Expenses. such Drawing (but, in the event Agent fails to give the Borrowers the aforesaid notice of its intended payment or reimbursement of any Drawing, such reimbursement by the Borrowers shall also reimburse not be due until Agent for all reasonable and documented out-of-pocket legalgives the Borrowers notice of each payment of such Drawing). PROVIDED, accountingTHAT, appraisal, consulting, and no Event of Default therein exists under this Agreement or the other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration Drawing under a Letter of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority Credit shall be deemed a request for a borrowing of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject a Revolving Credit Advance with such funds being disbursed by Agent directly to the limits Letter of Section 10.1.1(b)Credit Bank. Should such a deemed request for borrowing exceed the Revolving Credit Availability, each inspectionsuch Advance shall nevertheless constitute Secured Obligations and, audit or appraisal as such, shall be entitled to all the benefits and security therefor. 1.7.2.2 The Borrowers' Reimbursement Obligations hereunder with respect to any Obligor particular Letter of Credit shall be absolute, unconditional and irrevocable, and such reimbursement shall be made strictly in accordance with the terms and conditions of this Agreement under all circumstances whatsoever, including, without limitation, the following circumstances: (i) any lack of validity or Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment of all enforceability of the Obligations that a higher Applicable Margin should have applied transactions contemplated by or related to a period than was actually applied, then, following Agent’s consultation with Borrower, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days such Letter of request, pay to Agent, for the Pro Rata benefit Credit or any other Letter 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 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 the 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 Credit; (ii) any amendment or waiver of or consent to depart from all or any of the terms of the transactions contemplated by or related to such Letter of Credit or any other Letter of Credit; (iii) the existence of any claim, set-off, defense or other right which any Borrower may have at any time against Lenders, Agent, the Letter of Credit Bank, any Letter of Credit beneficiary, or any other Person, whether in connection with this Agreement or the case transactions contemplated herein, any Letter of Credit or the transactions contemplated thereby or any unrelated transactions; or (vi) the fact that any draft, affidavit, letter, certificate, invoice, xxxx of lading or other consultants and advisersdocuments presented under or delivered in connection with such Letter of Credit or any other Letter of Credit proves to have been forged, fraudulent, invalid or insufficient in any respect or any statement therein proves to the reasonable and documented fees and expenses of such Personhave been untrue or incorrect in any respect.

Reimbursement Obligations. Borrowers shall (i) Each Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Collateral, whether prepared by Agent’s personnel or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior to Full Payment Letter 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 Borrowers shall within three (3) Business Days of request, pay to Agent, Credit issued for the Pro Rata benefit account of Lenders, an amount equal such Borrower by 2:00 P.M. (local time at the Notice Office) within one Business Day after the payment or disbursement under such Letter of Credit (and the applicable LC Issuer shall give notice to the difference between Borrowers (or such other LC Obligor) of such payment or disbursement as soon as practicable, but in any event no later than 2:00 P.M. (local time at the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by 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 (aNotice Office) on the Closing Date 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 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 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 such documentation reasonably supporting such fees and expenses is provided not reimbursed within three (3) days prior the time required pursuant to the Closing Dateforegoing, at the Default Rate, any such interest also to be payable on demand. If by 2:00 P.M. on the Business Day immediately following such payment or (b) within three (3) Business Days after delivery disbursement in respect of such supporting documentation if an Unpaid Drawing, the relevant Borrower or the other relevant LC Obligor has not timely delivered before the Closing Date). All made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees a Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (x) the applicable 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 Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and expenses, the Administrative Agent shall promptly give notice to the reasonable Revolving Lenders of such deemed Notice of Borrowing), (y) the Revolving Lenders shall, in accordance with and documented feessubject to Section 2.05(g)(iii) and unless they are legally prohibited from doing so, disbursements make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe 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. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 3% per annum; PROVIDED, HOWEVER, that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Rate Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the amount Letters of interest and fees that would Credit have accrued using been drawn upon, at the proper margin and occurrence of any of the amount actually paid. All amounts payable by Borrowers under this Section shall be due within thirty following events: (30i) days upon an Event 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 DateDefault, which shall be paid (a) on the 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) upon a Change of Control. Any such payments shall be deposited in a separate account designated "GCI Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and shall be invested by Administrative Agent in an interest bearing account, as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. If any amounts in the case GCI Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other consultants and advisersEvent of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until either of the two events specified in Section 3.03(b)(i) or Section 3.03(b)(ii) shall occur again. During the existence of an Event of Default but after the expiry of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the GCI Special Account, including any remaining interest, after the date of the expiry of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Borrower promptly after such expiry and such payment in full. (c) The obligations of the Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full. (d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; PROVIDED, HOWEVER, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; PROVIDED, HOWEVER, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (e) The Borrower shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE OF ADMINISTRATIVE AGENT OR SUCH INDEMNIFIED PARTY), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and documented fees legal costs paid or incurred by Administrative Agent in connection with any matter related to the Letters of Credit, except for losses and expenses liabilities incurred as a direct result of the gross negligence or wilful misconduct of Administrative Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Specified Percentage of such Personamounts due and unpaid from the Borrower. The provisions of this Section 3.03(e) shall survive the termination of this Agreement.

Reimbursement Obligations. (i) The Borrowers shall hereby agree to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Representative (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 Representative (or a third party. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 A Loans pursuant to Section 2.09(a)(i) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 Representative or the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesa Borrower, a contemporaneous Borrowing of Revolving A Loans hereunder (if such Borrowing is otherwise available to the reasonable Borrowers), (x) the Borrower Representative will in each case be deemed to have given a Notice of Borrowing for Revolving A Loans that are Base Rate Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving A Loans contemplated by such deemed Notice of Borrowing (which Revolving A Loans shall be considered made under Section 2.02(a)), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving A Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. 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 Borrowers shall 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 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 the 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. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 2.09(a) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legalthe Lender, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject making payment directly to the limits of Section 10.1.1(b)Lender in immediately available funds at the Payment Office, each inspection, audit or appraisal for any Unpaid Drawing with respect to any Obligor Letter of Credit immediately after, and in any event on the date on which, the Lender notifies the Borrower of such payment or Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower shall be delivered reasonably promptly after any such payment or a third party. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in Dollars, with interest on the amount so paid or disbursed by the Lender, to the extent not reimbursed prior to Full 1:00 P.M. (local time at the 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 Borrowers shall 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 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 (aOffice) on the Closing Date date of such payment or disbursement, from and including the date paid or disbursed to but not including the date the Lender is reimbursed therefor at a rate per annum that shall be the rate then applicable to Revolving Loans pursuant to Section 2.05(a) 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 has not made such reimbursement out of its available cash on hand or a contemporaneous Borrowing hereunder (if such documentation reasonably supporting such fees and expenses Borrowing is provided within three (3) days prior otherwise available to the Closing DateBorrower), or (bx) within three the Borrower will in each case be deemed to have given a Notice of Borrowing for Revolving Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing, (3y) Business Days after delivery the Lender shall, unless it is 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 2.01), and (z) the proceeds of such supporting documentation if not timely delivered before Revolving Loans shall be disbursed directly to the Closing Date). All Lender to the extent necessary to effect such reimbursement obligationsand repayment of the Unpaid Drawing, including Extraordinary Expenses, shall with any excess proceeds to be limited, in the case of legal fees and expenses, made available 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 PersonBorrower.

Reimbursement Obligations. Borrowers shall (i) The applicable Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (Local Time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 timely delivered before reimbursed within one Business Day after such notice, at the Closing Date)Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees such Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (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 expenses, the Administrative Agent shall promptly give notice to the reasonable Lenders of such deemed Notice of Borrowing, and documented feessuch deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.08), disbursements (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe 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. Borrowers shall The Borrower is absolutely, unconditionally and irrevocably obligated to reimburse Agent the Issuing Bank for all Extraordinary Expensesamounts drawn under each Letter of Credit. Borrowers If any draft is presented under a Letter of Credit, the payment of which is required to be made at any time on or before the Maturity Date, then, unless the Issuing Bank in its sole discretion agrees in writing to other mechanics for reimbursement, payment by the Issuing Bank of such draft shall also constitute an RC Loan (which is a Base Rate Loan) hereunder the proceeds of which are used to reimburse Agent the Issuing Bank (without regard to any required notice periods, Available RC Commitment amount or minimum advance requirements, all of which are waived for all reasonable this purpose) and documented out-of-pocket legalinterest shall accrue from the date the Issuing Bank makes payment on such draft under such Letter of Credit; provided, accountinghowever, appraisalif there is not then an Available RC Commitment in an amount at least equal to the amount of the draw, consultingBorrower shall immediately reimburse the Issuing Bank for any payments made by the Issuing Bank. If any draft is presented under a Letter of Credit, the payment of which is required to be made after the Maturity Date or at the time when an Event of Default or Default shall have occurred and then be continuing, then the Borrower shall immediately pay to the Issuing Bank, in immediately available funds, the full amount of such draft together with interest thereon at a rate per annum then in effect for RC Loans which are Base Rate Loans from the date on which the Issuing Bank makes such payment of such draft until the date it receives full reimbursement for such payment from the Borrower. Without limiting any other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any rights to payment under the Loan Documents, including the Borrower, for itself and on behalf of each Subsidiary, further agrees that the Issuing Bank may reimburse itself for such drawing at any amendment time when there is no Available RC Commitment from the balance in any other account of the Borrower maintained with the Issuing Bank. Notwithstanding anything in this ARTICLE 3, the Issuing Bank shall be under no obligation to issue any Letter of Credit if there is a Defaulting Lender, unless the Issuing Bank has entered into arrangements satisfactory to the Issuing Bank with the Borrower or other modification thereof; such Lender to eliminate the Issuing Bank’s risk with respect to such Defaulting Lender. To the extent that the LC Outstandings exceed the amount of funds maintained in the Cash Collateral Account, the Lenders shall be deemed to have made RC Loans to the Borrower in the amount required by Section 3.1.9 (b) administration it being agreed that the Lenders are hereby directed to distribute the proceeds of and actions relating such RC Loans to the Cash Collateral Account for application to any Collateralsuch LC Outstandings). Furthermore, 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 notwithstanding anything to the limits of Section 10.1.1(b)contrary contained in this ARTICLE 3, each inspection, audit or appraisal any reimbursement obligations with respect to any Obligor or CollateralUnreimbursed Drawings shall first be satisfied by applying any amounts maintained in the Cash Collateral Account to such reimbursement obligations until such Unreimbursed Drawings are satisfied in full; provided, whether prepared by Agent’s personnel or a third party. Ifhowever that if there are insufficient funds in the Cash Collateral Account to satisfy such Unreimbursed Drawings, 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 such reimbursement obligations shall be applied retroactively and Borrowers shall 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 Borrowers under satisfied as otherwise set forth in 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 the 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 Person3.1.2.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 2.09(a) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All If by 1:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Administrative Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Administrative Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Administrative Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation The Borrowers shall pay to the Issuing Bank the amount of all Reimbursement Obligations owing to the Issuing Bank under any Letter of Credit issued for the account of any Loan Documentsof the L/C Eligible Account Parties, including no later than the date (the "Reimbursement Date") which is one Business Day after the L/C Eligible Account Parties receive written notice from the Issuing Bank that payment has been made under such Letter of Credit, irrespective of any amendment claim, set-off, defense or other modification thereof; right that any of the L/C Eligible Account Parties may have at any time against the Issuing Bank or any other Person. (b) administration In the event that the Issuing Bank makes any payment under any Letter of Credit and actions relating any of the L/C Eligible Account Parties shall not have repaid such amount to the Issuing Bank pursuant to this Paragraph 4.6 or such payment is rescinded or set aside for any Collateralreason, Loan Documents such Reimbursement Obligation shall be payable by the Borrowers on demand with interest thereon computed (i) from and transactions contemplated therebyincluding the date on which such Reimbursement Obligation arose to but excluding the Reimbursement Date at the rate of interest applicable during such period to Revolving Loans pursuant to Paragraph 9.1(a) of Section 9 of this Agreement and, (ii) from and including any actions taken the Reimbursement Date to perfect or maintain priority but excluding the date of payment in full of such Reimbursement Obligation at the Default Rate of Interest during such period, and the Issuing Bank shall promptly notify the Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and which shall promptly notify each Revolving Facility Lender of such failure. (c) subject Upon receipt of any such notice, the Administrative Agent, on behalf of each Revolving Facility Lender, shall promptly and unconditionally pay to the limits Issuing Bank the amount of such Revolving Facility Lender's Revolving Credit Percentage of such payment in U.S. dollars and in immediately available funds. If the Issuing Bank gives the relevant notice to the Administrative Agent prior to 11:00 A.M. (New York City time) on any Business Day, the Administrative Agent shall make available to the Issuing Bank each Revolving Facility Lender's Revolving Credit Percentage of the amount of such payment on such Business Day as provided above. Upon such payment by the Administrative Agent, each Revolving Facility Lender shall, except during the continuance of a Default or Event of Default under subparagraphs (a) through (c) of Paragraph 11.1 of Section 10.1.1(b11 hereof and notwithstanding whether or not the conditions precedent set forth in Paragraph 2.3 of Section 2 shall have been satisfied (which conditions precedent the Lenders hereby irrevocably waive) be deemed to have made a Revolving Loan to the Borrowers in the principal amount of such Revolving Facility Lender's Revolving Credit Percentage of the total amount of such payment. (d) Whenever the Issuing Bank receives from any Obligor (or any of the Collateral or by way of right of setoff) a payment of a Reimbursement Obligation as to which the Administrative Agent, on behalf of the Revolving Facility Lenders, has made a payment to the Issuing Bank pursuant to this Paragraph 4.6, the Issuing Bank shall pay to the Administrative Agent (for distribution by the Administrative Agent to each Revolving Facility Lender as provided in Paragraph 14.2 of Section 14 hereof), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lendersin immediately available funds, an amount equal to the difference between such Revolving Facility Lender's Revolving Credit Percentage of the amount of interest and fees that would such payment (adjusted, as necessary, to reflect the respective amounts the Revolving Facility Lenders have accrued using the proper margin and the amount actually paid. All amounts payable by 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 paid in reasonable detail (other than with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on the 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 DateReimbursement Obligation through any settlement required from them under Paragraph 14.2 of Section 14 hereof). 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. Borrowers The Borrower shall be irrevocably and unconditionally obligated forthwith to reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legaleach Issuing Lender in Dollars or, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of this Section 10.1.1(b2.05(g), each inspectionthe relevant Available Foreign Currency, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. Ifas applicable, for any reason (including inaccurate reporting 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 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 Borrowers shall 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 drawn at the rate applicable to Revolving Base Rate Loans for each day from and fees that would have accrued using including the proper margin and date such amount is drawn to but excluding the amount actually paid. All amounts payable by 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 the 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 date such reimbursement obligations, including Extraordinary Expenses, shall be limitedpayment is due and payable; provided that, in the case of legal fees an LC Disbursement made under a Foreign Currency Letter of Credit, the amount of interest due with respect thereto shall (i) in the case of any LC Disbursement that is reimbursed on or before the third Business Day immediately succeeding such LC Disbursement, (A) be payable in the applicable Available Foreign Currency and expenses(B) if not reimbursed on the date of such LC Disbursement, bear interest at a rate equal to the reasonable and documented fees, disbursements and other charges rate reasonably determined by the applicable Issuing Lender to be the cost to such Issuing Lender of one primary counsel funding such LC Disbursement plus the Applicable Margin applicable 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 Revolving Eurocurrency Loans at such time and (ii) in the case of other consultants any LC Disbursement that is reimbursed after the third Business Day immediately succeeding such LC Disbursement (A) be payable in Dollars and advisers(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 Revolving Base Rate Loans. Such reimbursement payment shall be due and payable (i) at or before 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. (New York 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, in its reasonable discretion, shall have been made by the Borrower at or before 2:00 P.M. (New York time or the relevant local time, as applicable) on such day and documented fees and expenses 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 amounts in any Available Foreign Currency would subject the Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty, ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars, the Borrower shall, at its option, either (i) pay the amount of such Persontax requested by the Administrative Agent, the relevant 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 Dollar Amount thereof, calculated using the 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 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 of the applicable LC Disbursement, the Dollar Amount thereof (if such LC Disbursement relates to a Foreign Currency Letter of Credit) and the payment then due from the Borrower in respect thereof. In addition to the foregoing, the Borrower agrees to pay to the Issuing Lender interest, payable on demand, on any and all amounts not paid by the Borrower to the Issuing Lender when due under this subsection (g), 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. Subject to the satisfaction of all applicable conditions set forth in Article IV, the Borrower may, at its option, utilize the Revolving Commitments, or make other arrangements for payment satisfactory to the Issuing Lender, for the reimbursement of all LC Disbursements as required by this subsection (g). Each reimbursement payment to be made by the Borrower pursuant to this subsection (g) shall be made to the Issuing Lender in Federal or other funds immediately available to it at its address referred to in Section 10.01.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars or in the applicable Designated Foreign Currency in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 2.09(a)(i) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 Dollar Equivalent principal amount sufficient to reimburse such Unpaid Drawing (and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent and each Co-Collateral Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented legal fees of one outside counsel, one local counsel in each relevant jurisdiction (as determined by the Agent in its reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Agent) and one conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting and other reasonable and documented fees, out-of-pocket 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, 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. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, also reimburse Lenders 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 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 all costs and expenses accrued through the Closing Date, which shall be paid incurred by them (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior but limited 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 outside counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the for all Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable relevant jurisdiction which(as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each case, matter (as reasonably required by the Lenders) and one conflict of interest counsel (as determined by 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 rights under this Loan Agreement or any of the other Loan Documents. Borrowers shall exclude allocated costs of inalso reimburse each Co-house counsel and (ii) in the case of other consultants and advisers, to the Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with (a) syndication, negotiation and expenses 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. All amounts reimbursable by Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within ten Business Days after presentation by Agent to Borrowers of a reasonably detailed itemization of such Personamounts.

Reimbursement Obligations. Borrowers Borrowers, if the Closing Date occurs, shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for Claims, including all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs fees and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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) 10 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 Persondemand therefor.

Reimbursement Obligations. (i) The Borrowers shall hereby agree to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation payment or disbursement, from 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 EurodollarSOFR Loans or, if not timely delivered before reimbursed within one Business Day after such notice, at the Closing Date)rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. All 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 the relevant LC Obligor have not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of available cash on hand or, in the case of legal fees such Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (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 expenses, the Administrative Agent shall promptly give notice to the reasonable Lenders of such deemed Notice of Borrowing, and documented feessuch deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), disbursements (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Lender immediately upon demand by Administrative Lender, and preparation in immediately available funds, for any payment or disbursement made by Administrative Lender under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Lender from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2% per annum; provided, however, that if the -------- ------- Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Revolving Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Lender in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Lender immediately upon demand by Administrative Lender and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Interstate FiberNet Special Account" or such other designation as Administrative Lender shall elect. All such amounts deposited with Administrative Lender shall be and shall remain funds of the Borrower on deposit with Administrative Lender and may be invested by Administrative Lender as Administrative Lender shall determine. Such amounts may not be used by Administrative Lender to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Lender as reimbursement for Letter of Credit drawings which Administrative Lender has paid. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Lender to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Interstate FiberNet Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Lender upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Lender in full upon demand, whether by borrowing Revolving Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Lender in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Lender. (ae) on The Borrower shall indemnify and hold Administrative Lender or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Lender or such indemnified party in connection with actions taken under the Closing Date if Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Lender or such documentation reasonably supporting such indemnified party), and shall pay Administrative Lender for reasonable fees of attorneys (who may be employees of Administrative Lender) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Lender in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Lender or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Lender or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Lender upon demand, in accordance with each Lender's Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesClaims promptly upon request. Borrowers shall also reimburse Agent Lender for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs fees and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Lender’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Lender or any of its Affiliates may have with such professionals 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 prior to Full Payment of all of the Obligations 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 Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Lender immediately upon demand by Administrative Lender, and preparation in immediately available funds, for any payment or disbursement made by Administrative Lender under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Lender from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus two percent (2%) per annum; provided, however, that if the Borrower would be permitted under the terms of -------- ------- Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Lender in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Lender immediately upon demand by Administrative Lender and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Pinnacle Special Account" or such other designation as Administrative Lender shall elect. All such amounts deposited with Administrative Lender shall be and shall remain funds of the Borrower on deposit with Administrative Lender and may be invested by Administrative Lender as Administrative Lender shall determine. Such amounts may not be used by Administrative Lender to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Lender as reimbursement for Letter of Credit drawings which Administrative Lender has paid. If any amounts in the Pinnacle Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Lender to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Pinnacle Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Lender upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Lender in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Lender in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Lender. (ae) on The Borrower shall indemnify and hold Administrative Lender or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Lender or such indemnified party in connection with actions taken under the Closing Date if such documentation reasonably supporting such Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE OF ADMINISTRATIVE LENDER OR SUCH INDEMNIFIED PARTY), and shall pay Administrative Lender for reasonable fees of attorneys (who may be employees of Administrative Lender) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Lender in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Lender or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Lender or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Lender upon demand, in accordance with each Lender's Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent Lender for all Extraordinary Expenses. Borrowers shall also reimburse Agent Lender for all reasonable and documented out-of-pocket actual legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 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 Borrowers by Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Lender or any of its Affiliates may have with such professionals with respect 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection ‌ (A) One or more issues of Reimbursement Obligations may be issued concurrently with (a) negotiation and preparation the issuance of any Loan Documents, including any amendment or other modification thereof; (b) administration the Bonds 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 a Series authorized pursuant to the limits provisions of Section 10.1.1(b)this Article II for which a Credit Facility or Liquidity Facility, each inspectionor both, audit or appraisal is being provided with respect to any Obligor such Bonds (or Collateral, whether prepared a maturity or maturities) by Agent’s personnel or a third party. IfSuch Reimbursement Obligations shall be issued for the purpose of evidencing the Authority’s obligation to repay any advances or loans made to, for or on behalf of, the Authority in connection with such Credit Facility or Liquidity Facility; provided, however, that the stated maximum principal amount of any reason (including inaccurate reporting on financial statements such issue of Reimbursement Obligations shall not exceed the aggregate principal amount of the Bonds with respect to which such Credit Facility or a Compliance Certificate)Liquidity Facility is being provided, it is reasonably determined plus such number of days’ interest thereon as the Authority shall determine prior to Full Payment the issuance thereof, but not in excess of all 366 days’ interest thereon, computed at the maximum interest rate applicable thereto. (B) Except as otherwise provided in a Supplemental Trust Agreement authorizing an issue 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 Borrowers shall within three (3) Business Days of request, pay to AgentReimbursement Obligations, for the Pro Rata benefit purposes of Lenders(i) receiving payment of a Reimbursement Obligation, an whether at maturity or upon redemption or (ii) computing the principal amount equal of Bonds held by the Holder of a Reimbursement Obligation in giving to the difference between Authority any notice, consent, request, or demand pursuant to this Trust Agreement for any purpose whatsoever, the principal amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section a Reimbursement Obligation shall be due within thirty (30) days of receipt by deemed to be 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 actual principal amount that the Closing DateAuthority shall owe thereon, which shall be paid (a) on equal the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to aggregate of the Closing Dateamounts advanced to, or (b) within three (3) Business Days after delivery on behalf of, the Authority in connection with the Bonds of the Series or portions thereof for which such supporting documentation if not timely delivered before Reimbursement Obligation has been issued to evidence the Closing Date). All Authority’s obligation to repay any advances or loans made in respect of any Credit Facility or Liquidity Facility provided for such reimbursement obligationsBonds, 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 Personless any prior repayments thereof.

Reimbursement Obligations. Borrowers Each Borrower shall reimburse the Agent 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. Borrowers , such Borrower shall also reimburse the Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually expenses, without duplication, incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any 76 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 such 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 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 reasonable out-of-pocket expenses incurred by such Lenders in reference to such Borrower or its related Loan Party Group Obligations or Collateral of its related Loan Party Group, provided that such Lenders shall be entitled to 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 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, then the proper margin shall be applied retroactively and the Borrowers shall within three (3) Business Days of request, 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 the 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 and payable in reasonable detail (other than accordance with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on the 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 PersonSection 3.3.

Reimbursement Obligations. Borrowers (i) The Lender shall promptly notify the Borrower of any draw or other payment under any Facility Letter of Credit. The Borrower shall reimburse Agent the Lender for all Extraordinary Expenses. Borrowers shall also reimburse Agent drawings under any such Letters of Credit or payments under Bankers Acceptances (including the Lender's issuing costs) no later than the Business Day after the payment in respect of such Facility Letter of Credit by the Lender, together with interest thereon at the Prime Rate plus 2% per annum from the date of payment on such Facility Letter of Credit by the Lender to and including the date on which the Lender is reimbursed for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred such payment by it in connection with the Borrower. (aii) 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 Any Reimbursement Obligation with respect to any Obligor Facility Letter of Credit which is not paid on the date when due in accordance with Section 2.3.5(a)(i) shall (A) if there is availability for such an Advance pursuant to Section 2.1.1, be automatically converted on such date into a Revolving Advance and shall bear interest at the Floating Rate or Collateral(B) if there is no availability for an Advance pursuant to Section 2.1.1, whether prepared by Agent’s personnel or be payable on demand and bear interest until paid at a third party. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount rate per annum equal to the difference between the amount sum of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by 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 the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to the Closing Date, or Prime Rate plus (b) within three 2% per annum. (3b) Business Days after delivery Any action taken or omitted to be taken by the Lender under or in connection with any Facility Letter of Credit, if taken or omitted in the absence of willful misconduct or gross negligence, shall not put the Lender under any resulting liability to the Borrower. In determining whether to pay under any Facility Letter of Credit, the Lender shall have no obligation relative to the Borrower other than to confirm that any documents required to be delivered under such Facility Letter of Credit appear to comply on their face with the requirements 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 Facility Letter 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 PersonCredit.

Reimbursement Obligations. Borrowers (i) The Issuer shall promptly notify the applicable Borrower of any draw under such Facility Letter of Credit. The applicable Borrower shall reimburse Agent the Issuer for all Extraordinary Expensesdrawings under Standby Letters of Credit (including the Issuer’s issuing costs) no later than the Business Day after the payment in respect of such Standby Letter of Credit by the Issuer, together with interest thereon at the Floating Rate from the date of payment on such Standby Letter of Credit by the Issuer to and including the date on which the Issuer is reimbursed for such payment by such Borrower. Borrowers The applicable Borrower shall also reimburse Agent the Issuer for all reasonable drawings under Commercial Letters of Credit (including the Issuer’s issuing costs) no later than the Business Day after the payment in respect of such Commercial Letter of Credit by the Issuer, together with interest thereon at the Floating Rate from the date of payment on such Commercial Letter of Credit by the Issuer to and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred including the date on which the Issuer is reimbursed for such payment by it in connection with such Borrower; and (aii) 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 Any Reimbursement Obligation with respect to any Obligor Facility Letter of Credit which is not paid on the date when due in accordance with Section 2.22.5(a)(i) shall (A) if there is availability for such an Advance pursuant to Section 2.1, be automatically converted on such date into a Floating Rate Advance and shall bear interest at the Floating Rate or Collateral(B) if there is no availability for an Advance pursuant to Section 2.1, whether prepared by Agent’s personnel or be payable on demand and bear interest until paid at a third party. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, an amount rate per annum equal to the difference between sum of the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts payable by Borrowers under this Section shall Floating Rate plus 2% per annum. (iii) Any action taken or omitted to be due within thirty (30) days of receipt taken by the Issuer under or in connection with any Facility Letter of Credit, if taken or omitted in the absence of willful misconduct or gross negligence, shall not put the Issuer under any resulting liability to any Lender or, assuming that the Issuer has complied with the procedures specified in Section 2.24.4(b) and such Lender has not given a notice contemplated by Section 2.22.6(a) that continues in full force and effect, relieve such Lender of its obligations hereunder to the Issuer. In determining whether to pay under any Facility Letter of Credit, the Issuer shall have no obligation relative to the Lenders or the applicable Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than to confirm that any documents required to be delivered under such Facility Letter of Credit appear to comply on their face with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on the 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 requirements 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 Facility Letter 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 PersonCredit.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. 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 Borrowers shall 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 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 the 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) and, in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Person.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary ExpensesExpenses promptly upon written request, including documentation reasonably supporting such request (provided that any legal fees and expenses to be limited to the reasonable and documented out-of-pocket fees and expenses of one (1) lead firm of counsel representing Agent and the Lenders, if necessary, one (1) local counsel in each relevant local jurisdiction to Agent and the Lenders; provided in the case of an actual conflict between Agent and Lenders, one additional firm of counsel representing all Lenders). Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legallegal (with such legal fees and expenses to be limited to the reasonable and documented out-of-pocket fees and expenses of one (1) lead firm of counsel representing Agent and, if necessary, one (1) local counsel in each relevant local jurisdiction to Agent; provided in the case of an actual conflict between Agent and Lenders, one additional firm of counsel representing all Lenders), accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs fees and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatein any Borrower Materials), 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 Borrowers under this Section shall be due within thirty (30) days of receipt on demand. If due to an error by Agent it is determined that a lower Applicable Margin should have applied to a period than was actually applied, then 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 proper margin shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees applied retroactively and expenses is provided within three (3) days prior Agent shall establish a credit for Borrower in an amount equal to the Closing Date, or (b) within three (3) Business Days after delivery difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid for such supporting documentation if not timely delivered before the Closing Date)period to Lenders. All such reimbursement obligations, including Extraordinary Expenses, amounts payable by Borrowers under this Section 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 Persondue promptly following demand therefor.

Reimbursement Obligations. Borrowers shall (i) Each Revolving Facility Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 and in any event (x) with respect to 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 third party. IfDesignated Foreign Currency, 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 Borrowers shall within three (3) two Business Days of request, pay to Agent, the date on which such LC Issuer notifies the Company (or any such other LC Obligor for the Pro Rata benefit whose account such Revolving Facility Letter 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 Borrowers under this Section shall be due within thirty Credit was issued (30each being a “Notifiable Party”)) 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 the 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, payment or disbursement (in the case of legal fees each of clauses (x) and expenses(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 reasonable 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 documented feesincluding 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, disbursements 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 other charges 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 one primary counsel to Agent, plus, its available cash on hand or a contemporaneous Borrowing hereunder (if reasonably necessary, one primary counsel such Borrowing is otherwise available to the Agent Company or such LC Obligor), (x) the Company, or if the LC Obligor is a 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 LendersGlobal Agent shall promptly give notice to the Lenders of such deemed Notice of Borrowing, taken as a wholeContinuation or Conversion), plus(y) the Lenders shall, if reasonably necessaryunless they are legally prohibited from doing so, one local counsel in each applicable jurisdiction whichmake the Revolving Loans contemplated by such deemed Notice of Borrowing, in each caseContinuation or Conversion (which Revolving Loans shall be considered made under Section 2.02), shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable and documented fees and expenses applicable LC Issuer to the 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 such Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse the Agent and Security Trustees for all Extraordinary Expenses. In addition to such Extraordinary Expenses, Borrowers shall also reimburse the Agent and Security Trustees for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, appraisal and other reasonable and documented out-of-pocket fees, costs and expenses actually expenses, without duplication, incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s or any Security Trustee’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, field exam, audit or appraisal with respect to any Obligor Loan Party or Collateral, whether prepared by the Agent’s personnel or a third partyparty (subject to the limitations of Section 10.1. 1). All such legal and accounting fees incurred by Agent Professionals or any applicable Security Trustee shall be charged to Borrowers at the actual rate charged by such Agent Professionals or such Security Trustee, provided that Borrowers’ obligation to reimburse Agent and Security Trustees for legal fees shall be limited to the reasonable and documented legal fees and expenses of Vinson & Elkins LLP, U.S. counsel to the Agent, the Norton Rose Group, as foreign counsel to the Agent and Security Trustees, and, if necessary, of one local counsel in each other relevant jurisdiction (which may include a local counsel acting in multiple jurisdictions). In addition to the Extraordinary Expenses of Agent and Security Trustees, upon the occurrence and during the continuance of an Event Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one counsel 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, including all such expenses incurred during any workout, restructuring or Insolvency Proceeding. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatestatements), 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to the 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 Borrowers under this Section 3.4 shall be due and payable within thirty ten (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 the 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 (310) 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also (i) reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) 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, and (ii) pay all out-of-pocket expenses incurred by Agent, including the fees, charges and disbursements of any advisors to Agent in connection with the enforcement or protection 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 bankruptcy or insolvency proceeding, workout, restructuring, or negotiations in respect 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 Borrowers shall 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 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) payable on the 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)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. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 3% per annum; provided, however, that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Rate Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether 0100.0269\91958 47 the amount Letters of interest and fees that would Credit have accrued using been drawn upon, at the proper margin and occurrence of any of the amount actually paid. All amounts payable by Borrowers under this Section shall be due within thirty following events: (30i) days upon an Event 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 DateDefault, which shall be paid (a) on the 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) upon a Change of Control. Any such payments shall be deposited in a separate account designated "GCI Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and shall be invested by Administrative Agent in an interest bearing account, as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. If any amounts in the case GCI Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other consultants and advisersEvent of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until either of the two events specified in Section 3.03(b)(i) or Section 3.03(b)(ii) shall occur again. During the existence of an Event of Default but after the expiry of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of the Obligations. Any amounts remaining in the GCI Special Account, including any remaining interest, after the date of the expiry of all Letters of Credit and after all Obligations have been paid in full, shall be repaid to the Borrower promptly after such expiry and such payment in full. (c) The obligations of the Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower and until all other Obligations shall have been paid in full. (d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (e) The Borrower shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Agent or such indemnified party), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and documented fees legal costs paid or incurred by Administrative Agent in connection with any matter related to the Letters of Credit, except for losses and expenses liabilities incurred as a direct result of the gross negligence or wilful misconduct of Administrative Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such 0100.0269\91958 48 indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Specified Percentage of such Personamounts due and unpaid from the Borrower. The provisions of this Section 3.03(e) shall survive the termination of this Agreement.

Reimbursement Obligations. Borrowers Borrower shall reimburse Agent and Lenders for all Extraordinary Expenses. Borrowers Borrower shall also reimburse Agent and, as applicable, Lenders, solely to the extent that such amounts do not constitute Extraordinary Expenses, for all reasonable (i) legal fees and documented out-of-pocket legalexpenses of one outside counsel for 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 relevant jurisdiction to Agent and Lenders, taken 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 reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it Agent, in connection with (a) 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. IfAll legal, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior accounting and consulting fees shall be charged 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 Borrower by Agent’s consultation with Borrowerand Lenders’ respective professionals at their full hourly rates, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days regardless of request, pay to 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; provided, that the foregoing shall in no way limit Borrower’s obligations 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 Borrowers Borrower 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 within one Business Day after 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior to Business Day immediately following the Closing Date, or (b) within three (3) Business Days after delivery date of notice of such supporting documentation 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 2.09(a) that are Base Rate Loans or, if not timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All If by 1:00 P.M. on the Business Day immediately following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrower or the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder in the currency such Letter of Credit is denominated (if such Borrowing is otherwise available to the reasonable and documented feesBorrower in U.S. Dollars), disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel to (x) the Agent and the Lenders, taken as a whole, plus, if reasonably necessary, one local counsel Borrower will in each applicable jurisdiction whichcase be deemed to have given a Notice of Borrowing for a Revolving Loan with the shortest Interest Period then available, denominated in U.S. Dollars that are Base Rate Loans, in each case, in an aggregate principal amount equal to the amount necessary to reimburse such Unpaid Drawing (and the Administrative Agent shall exclude allocated costs promptly give notice to the Lenders of in-house counsel 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 considered made under ‎Section 2.02), and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Foreign Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Administrative Agent shall notify Foreign Borrower within one Business Day of its receipt of a draw request with respect to a Letter of Credit issued in a currency other than Dollars. Foreign Borrower, within one Business Day of receipt of such notice from Administrative Agent, shall notify Administrative Agent whether Foreign Borrower intends to make funds available to Administrative Agent in such currency. Payment shall be made by the Foreign Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2% per annum; provided, however, that if the Foreign Borrower would be permitted under the -------- ------- terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Foreign Revolver Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Foreign Revolver Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Foreign Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate Dollar amount available to be drawn under Letters of Credit then outstanding (or if any Letter of Credit is denominated in a currency other than Dollars, the Dollar equivalent of such currency), irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Pacific Gateway Exchange (Bermuda) Limited Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Foreign Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Foreign Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Pacific Gateway Exchange (Bermuda) Limited Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, or after the proper margin and Event of Default shall cease to exist shall be repaid to the amount actually paid. All amounts payable by Borrowers Foreign Borrower promptly thereafter. (c) The obligations of the Foreign Borrower under this Section 3.03 will continue until all Letters of Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Foreign Borrower and until all other Obligations shall have been paid in full. (d) The Foreign Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Foreign Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Foreign Revolver Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Foreign Revolver Specified Percentage for amounts due within thirty (30) days of receipt and unpaid from the Foreign Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Foreign Borrower's obligations to reimburse Administrative Agent. (e) The Foreign Borrower shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the Letters of an invoice relating thereto setting forth Credit or in connection therewith (including losses resulting from the negligence (but not the gross negligence) of Administrative Agent or such expense indemnified party), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and legal costs paid or incurred by Administrative Agent in reasonable detail (other than connection with respect to fees and expenses accrued through the Closing Date, which shall be paid (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Agent or such indemnified party. If the Foreign Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Foreign Revolver Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Foreign Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Lender immediately upon demand by Administrative Lender, and preparation in immediately available funds, for any payment or disbursement made by Administrative Lender under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Lender from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus 2% per annum; provided, however, that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Lender in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Lender immediately upon demand by Administrative Lender and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Telco Special Account" or such other designation as Administrative Lender shall elect. All such amounts deposited with Administrative Lender shall be and shall remain funds of the Borrower on deposit with Administrative Lender and may be invested by Administrative Lender as Administrative Lender shall determine. Such amounts may not be used by Administrative Lender to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Lender as reimbursement for Letter of Credit drawings which Administrative Lender has paid. If any amounts in the Telco Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Lender to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Telco Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Lender upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Lender in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Lender in accordance with each Lender's Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Lender. (ae) on The Borrower shall indemnify and hold Administrative Lender or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Lender or such indemnified party in connection with actions taken under the Closing Date if such documentation reasonably supporting such Letters of Credit or in connection therewith (INCLUDING LOSSES RESULTING FROM THE NEGLIGENCE OF ADMINISTRATIVE LENDER OR SUCH INDEMNIFIED PARTY), and shall pay Administrative Lender for reasonable fees of attorneys (who may be employees of Administrative Lender) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Lender in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery willful misconduct of Administrative Lender or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Lender or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Lender upon demand, in accordance with each Lender's Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. (i) The Borrowers shall hereby agree to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation payment or disbursement, from 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 Eurodollar Loans or, if not timely delivered before reimbursed within one Business Day after such notice, at the Closing Date)rate then applicable to Revolving Loans pursuant to Section 2.09(d) that are Base Rate Loans, any such interest also to be payable on demand. All 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 the relevant LC Obligor have not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of available cash on hand or, in the case of legal fees such Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to such Borrower), (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 expenses, the Administrative Agent shall promptly give notice to the reasonable Lenders of such deemed Notice of Borrowing, and documented feessuch deemed Notice of Borrowing is not required to comply with the requirements specified in Section 2.06), disbursements (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), and other charges (z) the proceeds of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel such Revolving Loans shall be disbursed directly 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, LC Issuer to the reasonable extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent and each Co-Collateral Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented legal fees of one outside counsel, one local counsel in each relevant jurisdiction (as determined by the Agent in its reasonable discretion), one special or regulatory counsel in respect of each matter (as reasonably required by the Agent) and conflict of interest counsel (as determined by the Agent in its reasonable discretion), accounting, appraisal, consulting and other reasonable and documented fees, out-of-pocket 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, 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. 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 Borrowers shall within three (3) Business Days of request, pay to Agent, also reimburse Lenders 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 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 all costs and expenses accrued through the Closing Date, which shall be paid incurred by them (a) on the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior but limited 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 outside counsel to Agent, plus, if reasonably necessary, one primary counsel to the Agent and the for all Lenders, taken as a whole, plus, if reasonably necessary, one local counsel in each applicable relevant jurisdiction which(as determined by the Lenders in their reasonable discretion), one special or regulatory counsel in respect of each case, matter (as reasonably required by the Lenders) and conflict of interest counsel (as determined by the any Lender in its reasonable discretion)) during an Event of Default in connection with the enforcement or preservation of any rights under this Loan Agreement or any of the other Loan Documents. Borrowers shall exclude allocated costs of inalso reimburse each Co-house counsel and (ii) in the case of other consultants and advisers, to the Collateral Agent for all reasonable and documented legal fees of one outside counsel incurred by it in connection with (a) syndication, negotiation and expenses 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. All amounts reimbursable by Borrowers under this Section 3.4 shall constitute Obligations secured by the Collateral and shall be payable within ten Business Days after presentation by Agent to Borrowers of a reasonably detailed itemization of such Personamounts.

Reimbursement Obligations. Borrowers (i) The applicable L/C Issuer shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject give prompt notice to the limits Administrative Agent and the Borrower of Section 10.1.1(b), each inspection, audit payment under an L/C by such L/C Issuer for drafts drawn or appraisal with respect to any Obligor other amount paid or Collateral, whether prepared by Agent’s personnel or a third party. 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 disbursed under an L/C. The Borrower shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay obligated to reimburse the Administrative Agent, for the Pro Rata benefit account of Lendersthe applicable L/C Issuer, in immediately available funds, on the day of each payment under an L/C issued by such L/C Issuer or the date on which such L/C Issuer notifies the Borrower of such payment, whichever is later, 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 such notice is given after 11:00 a.m. (New York City time) on the later of such dates, such reimbursement shall be due and payable on the next following Business Day (the date on which it is due and payable being an "L/C Reimbursement Due Date"). If any such Unreimbursed Drawings are not so reimbursed by 12:00 noon (New York City time) on the related L/C Reimbursement Due Date, the Borrower's reimbursement obligation in respect of such Unreimbursed Drawings shall be funded on such date with the borrowing of Base Rate Advances (each such advance a "Mandatory L/C Advance") in the full amount equal to of the difference between Unreimbursed Drawings from all Lenders based on each Lender's pro rata share of the Revolving Credit Commitment. The Administrative Agent shall promptly notify the applicable L/C Issuer 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 Advance not later than 1:00 p.m. (New York City time) on the date on which such Mandatory L/C Advance is to be made. All amounts payable Each such Lender hereby irrevocably agrees to make Revolving Credit Advances pursuant to each Mandatory L/C Advance in the amount, and not later than 3:00 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 Advance may not comply with the minimum amount for Advances 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 Advance and (E) any reduction in the Revolving Credit 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 1:00 p.m. (New York City time) on the date of the required Mandatory L/C Advance, then such Lender shall not be obligated to effect such Mandatory L/C Advance until the next succeeding Business Day (but not later than 12:00 noon (New York City time)). (ii) Notwithstanding the foregoing, if at any time when a draft is drawn under an L/C, there are not sufficient funds in any account of Borrower with the applicable L/C Issuer or sufficient availability to permit creation of Revolving Credit Advances sufficient to fund payment of the related Unreimbursed Drawings in full in accordance with clause (i) above, any funds advanced by Borrowers under this Section an L/C Issuer and the other Lenders in payment thereof shall be due within thirty (30) days and payable on the related L/C Reimbursement Date and shall bear interest until paid in full at the Default Rate, such interest to be payable on demand. In the event of receipt any conflict, discrepancy or any omission of terms provided herein between the terms established by the Borrower Agent applicable L/C Issuer in its Application Documents or otherwise and this Agreement, the terms provided herein shall prevail. The obligations of an invoice relating thereto setting forth such expense the Lenders in reasonable detail (other than with respect of any funds so advanced or to fees and expenses accrued through be advanced by the Closing Date, which L/C Issuer under Section 2.03A(c)(i) shall be paid (aas more particularly described in Sections 2.03A(e)(ii) on the 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 (iiiii) in the case of other consultants and advisers, to the reasonable and documented fees and expenses of such Personhereof.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Collateral, whether prepared by Agent’s personnel disbursement (which notice to the Borrower (or a third party. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in U.S. Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (Local Time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the Closing Date 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 EurodollarTerm 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 contemporaneous Borrowing hereunder (if such documentation reasonably supporting such fees and expenses Borrowing is provided within three (3) days prior otherwise available to the Closing DateBorrower), or (bx) within three 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 (3) Business Days after delivery and the Administrative Agent shall promptly give notice to the Lenders of such supporting documentation if deemed Notice of Borrowing, and such deemed Notice of Borrowing is not timely delivered before required to comply with the Closing Daterequirements specified in Section 2.08). All , (y) the Lenders shall make the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered 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 obligationsand repayment of the Unpaid Drawing, including Extraordinary Expenses, shall with any excess proceeds to be limited, in the case of legal fees and expenses, made available to the reasonable and documented fees, disbursements and other charges applicable Borrower in accordance with the applicable provisions 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 Personthis Agreement.

Reimbursement Obligations. Borrowers shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse Administrative Agent for all reasonable and documented out-of-of- pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Borrowers by Administrative Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Administrative Agent, any Lender or any of their Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, 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 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus two percent (2%) per annum; provided, however, -------- ------- that if the Borrower would be permitted under the terms of Section 2.01, Section 2.02 and Section 4.02 hereof to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Revolver B Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Pinnacle Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. If any amounts in the Pinnacle Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Pinnacle Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Revolver B Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (ae) on The Borrower shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the Closing Date if Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Agent or such documentation reasonably supporting such indemnified party), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Agent in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Revolver B Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers Borrower shall reimburse Agent and Lenders for all Extraordinary Expenses. Borrowers Borrower shall also reimburse Agent and, as applicable, Lenders, solely to the extent that such amounts do not constitute Extraordinary Expenses, for all reasonable (i) legal fees and documented out-of-pocket legalexpenses of one outside counsel for 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 relevant jurisdiction to Agent and Lenders, taken 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 reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it Agent, in connection with (a) 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. IfAll legal, for any reason (including inaccurate reporting on financial statements or a Compliance Certificate), it is reasonably determined prior accounting and consulting fees shall be charged 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 Borrower by Agent’s consultation with Borrowerand Xxxxxxx’ respective professionals at their full hourly rates, the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days regardless of request, pay to 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; provided, that the foregoing shall in no way limit Borrower’s obligations 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 Borrowers Borrower 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse the Agent and Security Trustees for all Extraordinary Expenses. In addition to such Extraordinary Expenses, Borrowers shall also reimburse the Agent and Security Trustees for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, appraisal and other reasonable and documented out-of-pocket fees, costs and expenses actually expenses, without duplication, incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of the Agent’s or any Security Trustee’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, field exam, audit or appraisal with respect to any Obligor Loan Party or Collateral, whether prepared by the Agent’s personnel or a third partyparty (subject to the limitations of Section 10.1. 1). All reasonable and documented legal and accounting fees incurred by Agent Professionals or any applicable Security Trustee shall be charged to Borrowers at the actual rate charged by such Agent Professionals or such Security Trustee; provided that Borrower’s obligation to reimburse Agent and Security Trustees for legal fees shall be limited to the reasonable and documented legal fees and expenses of Xxxxxx Xxxxx LLP, U.S. counsel to the Agent, the Xxxxxx Xxxx Group, as foreign counsel to the Agent and Security Trustees, and if necessary, of one local counsel in each other relevant jurisdiction (which may include a local counsel acting in each of multiple jurisdictions, so long as no Event of Default then exists, with the written consent of Parent, such consent not to be unreasonably withheld). In addition to the Extraordinary Expenses of Agent and Security Trustees, upon the occurrence and during the continuance of an Event Default, Borrowers shall reimburse Fronting Banks and Lenders for the reasonable and documented fees, charges and disbursements of one counsel (and if necessary, of one local counsel in each other relevant jurisdiction (which may include a local counsel acting in each of 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, including all such expenses incurred during any workout, restructuring or Insolvency Proceeding; provided, that, notwithstanding anything to the contrary herein, in the event that there is a conflict of interest amongst the Lenders on the one hand or the Agent and the Lenders on the other hand, the Lenders may engage and be reimbursed for one additional counsel, subject to the foregoing limitations. If, for any reason (including inaccurate reporting on financial statements or a Compliance Certificatestatements), 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, then the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to the 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 Borrowers under this Section 3.4 shall be due and payable within thirty ten (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 the 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 (310) 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 Persondemand.

Reimbursement Obligations. Borrowers shall (i) The Borrower hereby agrees to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it such payment to be made in Dollars in which such Letter of Credit is reasonably determined denominated, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 1:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 timely delivered before reimbursed on the Closing Date)date of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All 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 the relevant LC Obligor has not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of its available cash on hand or, in the case of legal fees and expensesthe Borrower, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrower), (x) the 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 documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Notice of Borrowing), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Notice of Borrowing (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrower in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers Whenever a Letter of Credit is drawn, Borrower shall immediately reimburse Agent the applicable LC Issuer for all Extraordinary Expensesthe amount drawn. Borrowers 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 also reimburse Agent for all reasonable 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 documented out-of-pocket legalAgent. Each Lender agrees to make a Revolving Loan on the date of such notice, accountingsubject 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, appraisalincluding, consultingwithout limitation, the occurrence and continuance of a Default or Event of Default, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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. 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 Borrowers shall within three (3) Business Days of request, pay 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 Borrowers under this Section Each such Revolving Loan shall be due within thirty (30) days deemed to be a Base Rate Loan unless otherwise requested by and available to Borrower hereunder. Each Lender is hereby authorized to record on its records relating to its Revolving Credit Note such Lender's pro rata share of receipt by the Borrower Agent of an invoice relating thereto setting forth such expense in reasonable detail (other than with respect to fees amounts paid and expenses accrued through the Closing Date, which shall be paid (a) not reimbursed on the 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 Letters 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 PersonCredit.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Agent immediately upon demand by Agent, and preparation in immediately available funds, for any payment or disbursement made by Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the highest lawful rate, and (ii) the Prime Rate in effect from time to time; PROVIDED, HOWEVER, that if the Borrower would be permitted under the terms of Section 2, to borrow Advances in amounts at least equal to the reimbursement obligation for a drawing under any Letter of Credit, an Advance by each Lender, in an amount equal to such Lender's Pro Rata Portion, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration Upon an Event of Default hereunder, the Borrower hereby also agrees to pay to Agent immediately upon demand by Agent and actions relating to any Collateralin immediate available funds, 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 as security for its reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.3(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersRevolving Credit Notes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon. Any such payments shall be deposited in a separate account designated "Golden Bear Letter of Credit Account" or such other designation as Agent shall elect. All such amounts deposited with Agent shall be and shall remain funds of the Borrower on deposit with Agent and may be invested by Agent as Agent shall determine. Such amounts may not be used by Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Agent as reimbursement of Letter of Credit drawings which Agent has paid. If any amounts in the Golden Bear Letter of Credit Account shall have been deposited upon the occurrence of an Event of Default, and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.3(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Golden Bear Letter of Credit Account, after the Revolving Credit Termination Date and fees that would after the expiration of all Letters of Credit and after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.3 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.3(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Agent in accordance with each Lender's Pro Rata Portions for amounts due and unpaid from the Borrower as set forth in Section 3.4 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Agent. (ae) on The Borrower shall indemnify and hold Agent or any Lender, its officers, directors, representatives and employees harmless from loss of any claim, demand or liability which may be asserted against Agent or such indemnified party in connection with actions taken under the Closing Date if such documentation reasonably supporting such Letters of Credit or in connection therewith, and shall pay Agent for reasonable fees of attorneys (who may be employees of Agent) and expenses is provided within three (3) days prior legal costs paid or incurred by Agent in connection with any matter related to the Closing DateLetters of Credit, except only for losses and liabilities incurred as a direct result of the gross negligence of wilful misconduct of Agent or (b) within three (3) Business Days after delivery such indemnified party. If the Borrower for any reason fails to indemnify or pay Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Agent upon demand, in accordance with each Lender's Pro Rata Portion of such supporting documentation if not timely delivered before amounts due and unpaid from Borrower. The provisions of this Section 3.3(e) shall survive the Closing Date). All such reimbursement obligations, including Extraordinary Expenses, shall be limited, in the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers Borrower shall pay all Extraordinary Expenses promptly upon request. Borrower also shall reimburse Agent Lender for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Lender’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Lender or any of its Affiliates may have with such professionals 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 prior to Full Payment of all of the Obligations 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 Borrowers Borrower shall within three (3) Business Days of request, 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 Borrowers Borrower 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 the 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 Persondemand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation In accordance with the Indenture, MBIA shall be entitled to reimbursement for any payment made under the Insurance Policy or pursuant to Section 2.5 hereof, which reimbursement shall be payable to MBIA on the date that any amount is to be paid pursuant to a Notice for Payment (as defined in the Insurance Policy). Such reimbursement shall be made in an amount (the "Repayment Amount") equal to (i) the sum of the amount paid or to be paid under the Insurance Policy or under Section 2.5 hereof and preparation all amounts previously paid that remain unreimbursed plus (ii) interest on any and all amounts remaining unreimbursed (to the extent permitted by law, if in respect of any Loan Documentsunpaid amounts representing interest) from the date such amounts became due until paid in full (after as well as before judgment), including any amendment or other modification thereof; at a rate of interest equal to the Late Payment Rate. Such reimbursement shall only be made out of the Collateral as provided in the Indenture and in this Insurance Agreement. (b) administration In addition to MBIA's right of payment 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 reimbursement as set forth in Section 10.1.1(b2.4(a), each inspectionABFS Company (other than the Trust) agrees to reimburse MBIA (or the Trust, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. If, the extent MBIA has previously been reimbursed for any reason (including inaccurate reporting on financial statements or a Compliance Certificatesuch amount pursuant to Section 2.4(a), 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 Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of Lenders, in an amount equal to any payment made under the difference between Insurance Policy or pursuant to Section 2.5 hereof to the extent that such payment arises from any failure by such ABFS Company (i) to repurchase a Mortgage Loan required to be repurchased by it or (ii) to make any payment or remittance required to be made by it pursuant to any Transaction Document, in each case together with interest on any and all such amounts from the date such amount was paid by MBIA under the Insurance Policy until amount is reimbursed in full (after as well as before judgment), at a rate of interest equal to the Late Payment Rate. Such right of reimbursement shall be in addition to any and fees that would have accrued using all rights of indemnification or any other rights of MBIA pursuant to the proper margin and the amount actually paid. All Transaction Documents or under law or equity. (c) Each ABFS Company agrees to reimburse MBIA for any payments made by MBIA on behalf of, or advanced to, such ABFS Company, including, without limitation, any amounts payable by 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 the Closing Date if such documentation reasonably supporting such fees and expenses is provided within three (3) days prior ABFS Company pursuant 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, Transaction Documents; provided that in the case of legal fees the Trust, such reimbursement shall be made only out of the Collateral as provided in the Indenture and expensesin this Insurance Agreement. (d) Following termination of the Indenture pursuant to Section 10.01 thereof, the Servicer agrees to reimburse MBIA for any payments required to be made pursuant to the reasonable and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel Insurance Policy subsequent 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 date of such Persontermination. (e) All amounts to which MBIA is entitled pursuant to this Section 2.4 are to be immediately due and payable without demand.

Reimbursement Obligations. Borrowers shall reimburse Agent for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation The Borrower hereby agrees to reimburse Administrative Agent immediately upon demand by Administrative Agent, and preparation in immediately available funds, for any payment or disbursement made by Administrative Agent under any Letter of Credit. Payment shall be made by the Borrower with interest on the amount so paid or disbursed by Administrative Agent from and including the date payment is made under any Letter of Credit to and including the date of payment, at the lesser of (i) the Highest Lawful Rate, and (ii) the sum of the Base Rate in effect from time to time plus two percent (2%) per annum; provided, however, that if the Borrower would be permitted under the -------- ------- terms of Section 2.01, Section 2.02 and Section 4.02 hereof to borrow Advances in amounts at least equal to their reimbursement obligation for a drawing under any Letter of Credit, a Base Advance by each Lender, in an amount equal to such Lender's Revolver B Specified Percentage, shall automatically be deemed made on the date of any Loan Documents, including any amendment such payment or other modification thereof; disbursement made by Administrative Agent in the amount of such obligation and subject to the terms of this Agreement. (b) administration of The Borrower hereby also agrees to pay to Administrative Agent immediately upon demand by Administrative Agent and actions relating to any Collateralin immediately available funds, 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 as security for their reimbursement obligations in respect to any Obligor or Collateral, whether prepared by Agent’s personnel or a third party. 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, Letters of Credit under Section 3.03(a) hereof and any other amounts payable hereunder and under the proper margin shall be applied retroactively and Borrowers shall within three (3) Business Days of request, pay to Agent, for the Pro Rata benefit of LendersNotes, an amount equal to the difference between aggregate amount available to be drawn under Letters of Credit then outstanding, irrespective of whether the Letters of Credit have been drawn upon, upon an Event of Default. Any such payments shall be deposited in a separate account designated "Pinnacle Special Account" or such other designation as Administrative Agent shall elect. All such amounts deposited with Administrative Agent shall be and shall remain funds of the Borrower on deposit with Administrative Agent and may be invested by Administrative Agent as Administrative Agent shall determine. Such amounts may not be used by Administrative Agent to pay the drawings under the Letters of Credit; however, such amounts may be used by Administrative Agent as reimbursement for Letter of Credit drawings which Administrative Agent has paid. If any amounts in the Pinnacle Special Account shall have been deposited upon the occurrence of an Event of Default only and such Event of Default shall have been subsequently cured or waived and no other Event of Default exists, the Borrower shall be relieved of its obligations under this Section 3.03(b) until an Event of Default once again occurs. During the existence of an Event of Default but after the expiration of any Letter of Credit that was not drawn upon, the Borrower may direct the Administrative Agent to use any cash collateral for any such expired Letter of Credit, if any, to reduce the amount of interest the Obligations. Any amounts remaining in the Pinnacle Special Account, after the date of the expiration of all Letters of Credit and fees that would after all Obligations have accrued using been paid in full, shall be repaid to the proper margin Borrower promptly after such expiration and such payment in full. (c) The obligations of the amount actually paid. All amounts payable by Borrowers Borrower under this Section shall be due within thirty (30) days 3.03 will continue until all Letters of receipt Credit have expired and all reimbursement obligations with respect thereto have been paid in full by the Borrower Agent of an invoice relating thereto setting forth such expense and until all other Obligations shall have been paid in reasonable detail full. (other than with respect to fees and expenses accrued through the Closing Date, which d) The Borrower shall be obligated to reimburse Administrative Agent upon demand for all amounts paid under the Letters of Credit as set forth in Section 3.03(a) hereof; provided, however, if the Borrower for any reason fails to reimburse Administrative Agent in full upon demand, whether by borrowing Advances to pay such reimbursement obligations or otherwise, the Lenders shall reimburse Administrative Agent in accordance with each Lender's Revolver B Specified Percentage for amounts due and unpaid from the Borrower as set forth in Section 3.04 hereof; provided, however, that no such reimbursement made by the Lenders shall discharge the Borrower's obligations to reimburse Administrative Agent. (ae) on The Borrower shall indemnify and hold Administrative Agent or any Lender, its officers, directors, representatives and employees harmless from loss for any claim, demand or liability which may be asserted against Administrative Agent or such indemnified party in connection with actions taken under the Closing Date if Letters of Credit or in connection therewith (including losses resulting from the negligence of Administrative Agent or such documentation reasonably supporting such indemnified party), and shall pay Administrative Agent for reasonable fees of attorneys (who may be employees of Administrative Agent) and expenses is provided within three (3) days prior legal costs paid or incurred by Administrative Agent in connection with any matter related to the Closing DateLetters of Credit, except for losses and liabilities incurred as a direct result of the gross negligence or (b) within three (3) Business Days after delivery wilful misconduct of Administrative Agent or such indemnified party. If the Borrower for any reason fails to indemnify or pay Administrative Agent or such indemnified party as set forth herein in full, the Lenders shall indemnify and pay Administrative Agent upon demand, in accordance with each Lender's Revolver B Specified Percentage of such supporting documentation if not timely delivered before amounts due and unpaid from the Closing Date)Borrower. All such reimbursement obligations, including Extraordinary Expenses, The provisions of this Section 3.03(e) shall be limited, in survive the case termination 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 Personthis Agreement.

Reimbursement Obligations. Borrowers The Loan Parties shall reimburse Agent for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers The Loan Parties shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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(b9.1.1(b), each inspection, audit or appraisal with respect to any Obligor Loan Party or Collateral, whether prepared by Agent’s personnel or a third party. All legal, accounting and consulting fees shall be charged to the Loan Parties by Agent’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Agent, any Lender or any of their Affiliates may have with such professionals that otherwise might apply to this or any other transaction. The Loan Parties 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 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, then the proper margin shall be applied retroactively and Borrowers the Loan Parties shall within three (3) Business Days of request, 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 Borrowers the Loan Parties 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 the 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 Persondemand.

Reimbursement Obligations. (i) The Borrowers shall hereby agree to reimburse Agent (or cause any LC Obligor for all Extraordinary Expenses. Borrowers shall also reimburse Agent 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 by wire transfer or at the payment office of such LC Issuer, for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 on Business Day following the date on which, such LC Issuer notifies the Administrative 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 Administrative Borrower (or a third party. If, for such other LC Obligor) shall be delivered reasonably promptly after any reason (including inaccurate reporting on financial statements such payment or a Compliance Certificatedisbursement), it is reasonably determined such payment to be made in Dollars, with interest on the amount so paid or disbursed by such LC Issuer, to the extent not reimbursed prior to Full Payment of all 2:00 P.M. (local time at the payment office 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 Borrowers shall 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 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 (aapplicable LC Issuer) on the 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 date of such supporting documentation 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 ABR Loans or, if not timely delivered before reimbursed within one Business Day of the Closing Date)date on which the Administrative Borrower or such LC Obligor receives notice from such LC Issuer of such payment or disbursement, at the Default Rate, any such interest also to be payable on demand. All If by 11:00 A.M. on the Business Day following notice to it of its obligation to make reimbursement in respect of an Unpaid Drawing, the Borrowers or the relevant LC Obligor have not made such reimbursement obligations, including Extraordinary Expenses, shall be limitedout of available cash on hand or, in the case of legal fees and expensesthe Borrowers, a contemporaneous Borrowing hereunder (if such Borrowing is otherwise available to the reasonable Borrowers), (x) the Borrowers will in each case be deemed to have given a Borrowing Request for Revolving Loans that are ABR Loans in an aggregate principal amount sufficient to reimburse such Unpaid Drawing (and documented fees, disbursements and other charges of one primary counsel to Agent, plus, if reasonably necessary, one primary counsel the Administrative Agent shall promptly give notice to the Agent and Lenders of such deemed Borrowing Request), (y) the LendersLenders shall, taken as a wholeunless they are legally prohibited from doing so, plusmake the Revolving Loans contemplated by such deemed Borrowing Request (which Revolving Loans shall be considered made under Section 2.02), if reasonably necessary, one local counsel in each applicable jurisdiction which, in each case, shall exclude allocated costs of in-house counsel and (iiz) in the case proceeds of other consultants and advisers, such Revolving Loans shall be disbursed directly to the reasonable applicable LC Issuer to the extent necessary to effect such reimbursement and documented fees and expenses repayment of such Personthe Unpaid Drawing, with any excess proceeds to be made available to the Borrowers in accordance with the applicable provisions of this Agreement.

Reimbursement Obligations. Borrowers Borrower shall pay all Extraordinary Expenses promptly upon request. Borrower also shall reimburse Agent Lender for all Extraordinary Expenses. Borrowers shall also reimburse Agent for all reasonable and documented out-of-pocket legal, accounting, appraisal, consulting, and other reasonable and documented out-of-pocket fees, costs and expenses actually incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of 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 Lender’s professionals at their full hourly rates, regardless of any alternative fee arrangements that Lender or any of its Affiliates may have with such professionals 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 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, then the proper margin shall be applied retroactively retroactively, and Borrowers Borrower shall within three (3) Business Days of request, 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 Borrowers Borrower 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 the 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 Persondemand.