Common use of Reimbursement of Initial Purchasers’ Expenses Clause in Contracts

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r)), (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser in connection with this Agreement and the proposed purchase and resale of the Securities.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors Subsidiary Guarantor shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company and the Subsidiary Guarantor shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall jointly and severally reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. Notwithstanding any provision herein to the contrary, if this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser or their counsel on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to or Section 5(r))7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this --------------------------------------------- Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, neither the Company nor the Guarantors shall be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to in accordance with Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement --------------------------------------------- shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, neither the Company nor the Guarantors shall be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Subsidiary Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company and the Subsidiary Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r)7 or as a result of the occurrence of any event described in Sections 5(m) or 5(q), (b) the Company Issuers shall fail not be under any liability to tender pay the expenses of the Initial Purchasers, except as provided in Sections 9, 10 and 12. If the sale of the Securities for delivery to the Initial Purchaser is not consummated for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser shall decline to purchase the Securities for any reason permitted under this Agreementreason, the Company Issuers shall jointly and the Guarantors shall severally reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Issuers shall not be obligated to reimburse any Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this --------------------------------------------- Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser for the fees and expenses of its counsel and for such other out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser it in connection with this Agreement and the proposed purchase and resale of the Securities, and upon demand the Company shall pay the full amount thereof to the Initial Purchaser. If this Agreement is terminated pursuant to Section 7 by reason of the default of the Initial Purchaser, the Company shall not be obligated to reimburse the Initial Purchaser on account of those expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this --------------------------------------------- Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities Notes for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-of- pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the SecuritiesNotes. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to in accordance with Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company Issuer shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company Issuer and the Guarantors Holdings shall reimburse the Initial Purchaser Purchasers (except a defaulting Initial Purchaser) for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, neither the Issuer nor Holdings shall be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any such defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company Issuers shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company Issuers and the Guarantors Guarantor shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, none of the Issuers and the Guarantor shall be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this AgreementAgreement (other than pursuant to Section 5(p)), the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any Initial Purchaser on account of any expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities Notes for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities Notes for any reason permitted under this Agreement, the Company and the Guarantors Company, shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the SecuritiesNotes. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors Holdings shall jointly and severally reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company Issuers shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors Issuers shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Issuers shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) Purchasers or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company Issuers agree, jointly and the Guarantors shall severally, to reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Issuers shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement --------------------------------------------- shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))7, (b) the Company or the Issuer shall fail to tender any of the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Capital Securities for any reason permitted under this Agreement, the Company and the Guarantors Issuer shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Capital Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company and the Issuer shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses. 9.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company Issuers shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company Issuers and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable documented fees and disbursements of a single counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Issuers and the Guarantors shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))6, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and each of the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities; provided, however, if this Agreement is terminated pursuant to Section 7 by reason of the default of an Initial Purchaser, the Company and the Guarantors shall not be obligated to reimburse such Initial Purchaser for such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this --------------------------------------------- Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))7 or 8, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-of- pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 8 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the each of the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counsel) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. If this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, neither the Company nor the Guarantors shall be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.

Reimbursement of Initial Purchasers’ Expenses. If (a) this Agreement shall have been terminated pursuant to Section 6 (other than pursuant to Section 5(r))or 7, (b) the Company shall fail to tender the Securities for delivery to the Initial Purchaser Purchasers for any reason permitted under this Agreement (other than by reason of any failure by the Initial Purchaser to comply with any of its material covenants under this Agreement) or (c) the Initial Purchaser Purchasers shall decline to purchase the Securities for any reason permitted under this Agreement, the Company and the Guarantors shall reimburse the Initial Purchaser Purchasers for such out-of-pocket expenses (including reasonable fees and disbursements of counselone firm of attorneys plus necessary local counsel for the Initial Purchasers) as shall have been reasonably incurred by the Initial Purchaser Purchasers in connection with this Agreement and the proposed purchase and resale of the Securities. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 7 by reason of the default of one or more of the Initial Purchasers, the Company shall not be obligated to reimburse any defaulting Initial Purchaser on account of such expenses.