Common use of Reimbursement Obligations Clause in Contracts

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, The Borrowers shall reimburse Collateral the Agent and Lenders, without duplication, for all Extraordinary Expenses incurred by the Agent in reference to the Borrowers, the other Loan Parties, the Obligations or the Collateral. In addition to such Extraordinary Expenses. , the Borrowers shall also reimburse the Collateral Agent and and, in the case of clause (a) below only, each Lender Joint Lead Arranger, for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket documented legal, accounting, appraisal, consulting, and other reasonable and documented fees, costs and expenses expenses, without duplication, incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection therewith and the syndication of the Loans hereunder; (b) any amendment or other modification thereofto any of the Loan Documents; (bc) all due diligence expenses, including field examinations and appraisals incurred by the Agent in connection with the Loan Documents incurred prior to the Closing Date; (d) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral the Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ce) subject to the limits of Section 9.1.1, each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party or Collateralthe Collateral (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by Collateral the Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged party (subject to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless the limitations of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand10.1.

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

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse the Collateral Agent Administrative Agent, Lead Left Arranger and each Lender their respective Affiliates for all reasonable and documented out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, audit consulting, due diligence, and other fees, costs and expenses (including, without limitation, reasonable and documented out-of-pocket costs and expenses for travel, lodging and meals for personnel, out-of-pocket examination costs and customary charges for field examinations and the preparation of reports) incurred by it Administrative Agent, Lead Left Arranger and their respective Affiliates in connection with (a) syndication and closing of the credit facilities provided for herein (including, without limitation, reasonable and documented out-of-pocket fees, disbursements and charges of one firm of counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, and one firm of local counsel to Administrative Agent, the Lead Left Arranger and their respective Affiliates, taken as a whole, in each appropriate jurisdiction, and in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction) and negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Administrative Agent’s Liens on any Collateral, to maintain any insurance required hereunder to the extent not maintained by the applicable Obligors as required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Administrative Agent’s or Lender’s personnel or a third party. All legal; provided that reasonable and documented out-of-pocket legal fees, accounting disbursements and consulting fees charges shall be charged limited to one firm of counsel to Administrative Agent and the Lenders taken as a whole and an additional local law firm in each appropriate jurisdiction and, in the case of an actual or potential conflict of interest as determined by the affected party, one additional firm of counsel to such affected party and one additional firm of local counsel to such affected party in each appropriate jurisdiction. Borrowers by Collateral Agentacknowledge that counsel may provide Administrative Agent with a benefit (such as a discount, credit or accommodation for other matters) based on counsel’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral overall relationship with Administrative Agent, including fees paid hereunder. If, for any Lender reason (including inaccurate reporting in any Borrower Materials or any Report), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Administrative Agent, for the ratable benefit of their Affiliates (other than Lenders, an Obligor or any Subsidiary amount equal to the difference between the amount of an Obligor) may interest and fees that would have with accrued using the proper margin and the amount actually paid for such professionals with respect to this or any other transactionperiod. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable due on demand.

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

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

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for pay all Extraordinary ExpensesExpenses promptly upon request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, and other fees, costs fees and reasonable out-of-pocket expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral AgentLender’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits if conducted during an Event of Section 9.1.1Default, each inspection, audit examination or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their its Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect that otherwise might apply to this or any other transaction. 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. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by 3.3 (incurred and invoiced through the Collateral and Closing Date shall be payable due on the Closing Date and (ii) incurred after or not invoiced on the Closing Date shall be due on demand.

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

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, 3.4.1. Borrowers shall reimburse Lender for any Extraordinary Expenses incurred by Lender, on the sooner to occur of Lender’s demand therefor or Lender’s receipt of any proceeds of Collateral Agent and Lenders, without duplication, for all Extraordinary Expensesin connection with any Enforcement Action (subject to the provisions of Section 5 with respect to the application of any proceeds of Collateral). Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, consulting and other fees, costs fees and expenses suffered or incurred by it Lender in connection with with: (ai) the negotiation and preparation of any of the DIP Loan Documents, including or any amendment or other modification thereofthereto; (bii) the administration of and actions relating to any Collateral, the DIP Loan Documents and the transactions contemplated thereby, including any actions ; (iii) action taken to perfect or maintain the perfection or priority of Collateral Agentany of Lender’s Liens on with respect to any Collateral, to maintain any insurance required hereunder or to verify of the Collateral; (iv) any inspection of or audits conducted by Lender with respect to any Obligor’s books and records or any of the Collateral (c) subject to the limits of set forth in Section 9.1.1, each inspection, audit 3.2.4); (v) any effort by Lender to verify or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or appraise any of their Affiliates the Collateral (other than an Obligor subject to the limits set forth in Section 3.2.4); and (vi) the monitoring of, or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transactionparticipation in, the Chapter 11 Cases. All amounts chargeable to or reimbursable by Borrowers under this Section 3.4 and under Section 3.2.4 shall constitute Obligations that are secured by all of the Collateral and shall be payable on demand to Lender. Borrowers shall also reimburse Lender for reasonable out-of-pocket expenses incurred by Lender in its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other DIP Loan Documents. The foregoing shall be in addition to, and shall not be construed to limit, any other provision of any of the DIP Loan Documents regarding the indemnification or reimbursement by Borrowers of Claims suffered or incurred by Lender. 3.4.2. If at any time Lender, with the written consent of a Borrower (such consent to be deemed given if a Borrower is a party to or acknowledges in writing any agreement giving rise to the Obligation of Lender), shall agree to indemnify any Person against losses or damages that such Person may suffer or incur in its dealings or transactions with any Obligor, or shall guarantee or otherwise assure payment of any liability or obligation of any Obligor to such Person, or otherwise shall provide assurances of any Obligors’ payment or performance under any agreement with such Person, including indemnities, guaranties or other assurances of payment or performance given by Lender with respect to Banking Relationship Debt, then the Contingent Obligation of Lender providing any such indemnity, guaranty or other assurance of payment or performance, together with any payment made or liability incurred by Lender in connection therewith, shall constitute Obligations that are secured by the Collateral, and Borrowers shall repay, on demand, any amount so paid or any liability incurred by Lender in connection with any such indemnity, guaranty or assurance. Nothing herein shall be construed to impose upon Lender any obligation to provide any such indemnity, guaranty or assurance. The foregoing agreement of Borrowers shall survive termination of the Commitment and Full Payment of the Obligations and any other provisions of the DIP Loan Documents regarding reimbursement or indemnification by Borrowers of Claims suffered or incurred by Lender.

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

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, (a) Borrowers shall pay, or reimburse Collateral Agent and Lendersfor Agent’s payment of, without duplication, for all Extraordinary ExpensesExpenses incurred by Agent or paid by Agent, in each case within ten days of written request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (ai) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (bii) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (ciii) subject to the limits of Section 9.1.19.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (A) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in clause (A) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable within ten days of written request. (b) If, as a result of any restatement of or other adjustment to the financial statements of MLP Parent and/or its Subsidiaries or for any other reason, Borrowers or Required Lenders determine that (i) the Quarterly Average Availability as calculated by Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Quarterly Average Availability would have resulted in higher or lower pricing for such period, (A) in the case of higher pricing, Borrowers shall immediately and retroactively be obligated to pay to Agent for the account of the applicable Lenders, promptly on demand.demand by Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period, and (B) in the case of lower pricing, the applicable Lenders shall immediately and retroactively be obligated to pay to Borrowers, promptly on demand by Borrowers (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrowers under the Bankruptcy Code of the United States, automatically and without further action by any Borrower), an amount equal to the excess of the amount of interest and fees that was actually paid for such period over the amount of interest and fees that should have been paid for such period, provided, however, that if an Event of Default has then occurred and is continuing, Agent shall be entitled to apply such amount or any portion thereof to any Obligations which are then due and/or retain (for so long as such Event of Default is continuing) such amount or any portion thereof as Cash Collateral. In the event of any change in GAAP applicable to Borrowers and other similarly situated entities generally, if any such change would otherwise requires a restatement or other retroactive financial statement adjustment as a result of the retroactive application of such revised GAAP principles, then Section

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. Unless specifically provided for otherwise in this Agreement or any other Loan Document, amounts payable under clauses (a) and (b) of the preceding sentence shall be limited to out-of-pocket amounts paid by the Agent. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of after giving effect to any applicable reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) Agent may have with such professionals with respect to this or any other transaction. All amounts reimbursable by In addition to the Extraordinary Expenses of Agent, upon the occurrence and during the continuance of an Event Default, Borrowers shall reimburse 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 Lenders, as a whole, in connection with the enforcement, collection or protection of their respective rights under this Section shall constitute Obligations secured by the Collateral 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 shall the Lenders on the other hand, the Lenders may engage and be payable on demand.reimbursed for one additional counsel, subject to the foregoing limitations. If, for any reason (including

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

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

Reimbursement Obligations. Subject Borrowers within each Borrower Group shall reimburse Agent for all Extraordinary Expenses incurred by Agent in reference to the terms such Borrower Group or its related Loan Party Group Obligations or Collateral of the Intercreditor Agreementits related Loan Party Group. In addition to such Extraordinary Expenses, such Borrowers shall also reimburse Collateral Agent and, in the case of clause (a) below only, each Joint Lead Arranger, for all reasonable and Lendersdocumented legal, accounting, appraisal, and other reasonable and documented fees, costs and expenses, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it them in connection with (a) negotiation and preparation of any Loan Documents, including Documents and any commitment letters executed in connection therewith and the syndication of the Loans hereunder; (b) any amendment or other modification thereofto any of the Loan Documents; (bc) all due diligence expenses, including field examinations and appraisals incurred by Agent in connection with the Loan Documents incurred prior to the Closing Date; (d) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any such Collateral, to maintain any insurance required hereunder or to verify such Collateral; and (ce) subject to the limits of Section 9.1.1, each inspection, field exam, audit or appraisal with respect to any Obligor Loan Party within such Borrowers’ related Loan Party Group or CollateralCollateral securing such Loan Party Group’s Obligations (including Bank of America’s standard charges for field examinations, audits and the preparation of reports thereof), whether prepared by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged party (subject to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless the limitations of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demand10.1.

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, 3.4.1 Borrowers shall reimburse Collateral Agent and LendersLenders for any Extraordinary Expenses, without duplication, on the sooner to occur of 10 Business Days after Agent's demand therefor or Agent's receipt of any proceeds of Collateral in connection with any Enforcement Action (subject to the provisions of Section 5.6 with respect to the application of any proceeds of Collateral). Borrowers also shall reimburse Agent for all Extraordinary Expensesreasonable accounting, appraisal and consulting fees, and reasonable attorney's fees and out-of-pocket expenses of one counsel to Agent (and local counsels as determined by Agent) and other reasonable fees and expenses suffered or incurred by Agent in connection with: (i) the negotiation and preparation of any of the Loan Documents, any amendment or modification thereto; (ii) the administration of the Loan Documents and the transactions contemplated thereby; (iii) action taken to perfect or maintain the perfection or priority of any of Agent's Liens with respect to any of the Collateral; (iv) any inspection of or audits conducted by Agent with respect to any Obligor's books and records or any of the Collateral (subject to the limitations set forth in Section 3.2.4 hereof); and (v) any effort by Agent to verify or appraise any of the Collateral (subject to the limitations set forth in Section 3.2.4). All amounts chargeable to or reimbursable Borrowers under this Section 3.4 shall constitute Obligations that are secured by all of the Collateral and if not sooner paid, shall be payable to Agent within 10 Business Days after demand by Agent. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket accounting, appraisal, consulting, and other fees, costs and expenses incurred by it Agent in connection with (a) negotiation and preparation its administration of any of the Collateral to the extent and in the manner provided in Section 8 or in any of the other Loan Documents. The foregoing shall be in addition to, including and shall not be construed to limit, any amendment or other modification thereof; (b) administration provision of and actions relating to any Collateral, of the Loan Documents and transactions contemplated thereby, including any actions taken to perfect regarding the indemnification or maintain priority reimbursement by Borrowers of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder Claims suffered or to verify Collateral; and (c) subject to the limits of Section 9.1.1, each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared incurred by Collateral Agent’s or Lender’s personnel or a third party. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender Agent or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on demandLender.

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, (a) Borrowers shall pay, or reimburse Collateral Agent and Lendersfor Agent's payment of, without duplication, for all Extraordinary ExpensesExpenses incurred by Agent or paid by Agent, in each case within ten days of written request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (ai) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (bii) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s 's Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (ciii) subject to the limits of Section 9.1.19.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (A) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in clause (A) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s 's professionals at their full hourly rates, rates regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable within ten days of written request. (b) If, as a result of any restatement of or other adjustment to the financial statements of MLP Parent and/or its Subsidiaries or for any other reason, Borrowers or Required Lenders determine that (i) the Quarterly Average Availability as calculated by Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Quarterly Average Availability would have resulted in higher or lower pricing for such period, (A) in the case of higher pricing, Borrowers shall immediately and retroactively be obligated to pay to Agent for the account of the applicable Lenders, promptly on demand.demand by Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period, and (B) in the case of lower pricing, the applicable Lenders shall immediately and retroactively be obligated to pay to Borrowers, promptly on demand by Borrowers (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrowers under the Bankruptcy Code of the United States, automatically and without further action by any Borrower), an amount equal to the excess of the amount of interest and fees that was actually paid for such period over the amount of interest and fees that should have been paid for such period, provided, however, that if an Event of Default has then occurred and is continuing, Agent shall be entitled to apply such amount or any portion thereof to any Obligations which are then due and/or retain (for so long as such Event of Default is continuing) such amount or any portion thereof as Cash Collateral. In the event of any change in GAAP applicable to Borrowers and other similarly situated entities generally, if any such change would otherwise requires a restatement or other retroactive financial statement adjustment as a result of the retroactive application of such revised GAAP principles, then Section

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

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

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, (a) Borrowers shall pay, or reimburse Collateral Agent and Lendersfor Agent's payment of, without duplication, for all Extraordinary ExpensesExpenses incurred by Agent or paid by Agent, in each case within ten days of written request. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket for outside counsel), accounting, appraisal, consulting, and other reasonable fees, costs and expenses incurred by it in connection with (ai) negotiation and preparation of any Loan Credit Documents, including any amendment or other modification thereof; (bii) administration of and actions relating to any Collateral, Loan Credit Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s 's Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (ciii) subject to the limits of Section 9.1.19.1.10(b), each inspection, audit or appraisal with respect to any Obligor or Collateral; provided that (A) Borrowers shall also reimburse Lenders (in addition to Agent) for all reasonable out-of-pocket legal fees, whether prepared costs and expenses of one outside counsel to Lenders as a group in connection with any Enforcement Action (including any restructuring or work out) or in connection with the exercise, protection or enforcement of any rights or remedies of Agent and/or Lenders in, or in the monitoring of, any Insolvency Proceeding relating to any Obligor or its property, and (B) except as provided in clause (A) above, such legal fees, costs and expenses reimbursable by Collateral Agent’s Borrowers pursuant to this sentence shall be limited to one outside counsel of Agent plus one outside counsel of Agent in each jurisdiction of formation or Lender’s personnel or a third partyorganization of any Obligor. All Subject to the limitations set forth herein, all out-of-pocket outside legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s 's professionals at their full hourly rates, rates regardless of any reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) may have with such professionals with respect to this or any other transaction. All amounts reimbursable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable within ten days of written request. (b) If, as a result of any restatement of or other adjustment to the financial statements of MLP Parent and/or its Subsidiaries or for any other reason, Borrowers or Required Lenders determine that (i) the Quarterly Average Availability as calculated by Borrowers as of any applicable date was inaccurate and (ii) a proper calculation of the Quarterly Average Availability would have resulted in higher or lower pricing for such period, (A) in the case of higher pricing, Borrowers shall immediately and retroactively be obligated to pay to Agent for the account of the applicable Lenders, promptly on demand.demand by Agent (or, after the occurrence of an actual or deemed entry of an order for relief with respect to any Borrower under the Bankruptcy Code of the United States, automatically and without further action by Agent, any Lender or the Issuing Bank), an amount equal to the excess of the amount of interest and fees that should have been paid for such period over the amount of interest and fees actually paid for such period, and (B) in the case of lower pricing, the applicable Lenders shall immediately and retroactively be obligated to pay to Borrowers, promptly on demand by Borrowers (or, after the occurrence of an actual or deemed entry of an order for relief with respect to Borrowers under the Bankruptcy Code THIRD AMENDED AND RESTATED CREDIT AGREEMENT – Page 71

Reimbursement Obligations. Subject to the terms of the Intercreditor Agreement, Borrowers shall reimburse Collateral Agent and Lenders, without duplication, for all Extraordinary Expenses. Borrowers shall also reimburse the Collateral Agent and each Lender for all reasonable out-of-pocket and invoiced legal fees (which invoice may omit information that such counsel reasonably deems privileged) and all reasonable out-of-pocket legal, accounting, appraisal, consulting, and other fees, costs and expenses incurred by it in connection with (a) negotiation and preparation of any Loan Documents, including any amendment or other modification thereof; (b) administration of and actions relating to any Collateral, Loan Documents and transactions contemplated thereby, including any actions taken to perfect or maintain priority of Collateral Agent’s Liens on any Collateral, to maintain any insurance required hereunder or to verify Collateral; and (c) subject to the limits of Section 9.1.110.1.1(b), each inspection, audit or appraisal with respect to any Obligor or Collateral, whether prepared by Collateral Agent’s or Lender’s personnel or a third party. Unless specifically provided for otherwise in this Agreement or any other Loan Document, amounts payable under clauses (a) and (b) of the preceding sentence shall be limited to out-of-pocket amounts paid by the Agent. All legal, accounting and consulting fees shall be charged to Borrowers by Collateral Agent’s or a Lender’s professionals at their full hourly rates, regardless of after giving effect to any applicable reduced or alternative fee billing arrangements that Collateral Agent, any Lender or any of their Affiliates (other than an Obligor or any Subsidiary of an Obligor) Agent may have with such professionals with respect to this transaction. In addition to the Extraordinary Expenses of Agent, upon the occurrence and during the continuance of an Event Default, Borrowers shall reimburse 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 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 transactionhand, 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 Certificate), it is determined that a higher Applicable Margin should have applied to a period than was actually applied, then the proper margin shall be applied retroactively and Borrowers shall immediately pay to Agent, for the Pro Rata benefit of Lenders, an amount equal to the difference between the amount of interest and fees that would have accrued using the proper margin and the amount actually paid. All amounts reimbursable payable by Borrowers under this Section shall constitute Obligations secured by the Collateral and shall be payable on due five (5) Business Days after demand.