Common use of Contribution and Reimbursement Clause in Contracts

Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributors of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then each Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributors (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. If any Payment made by any Contributor results in such Contributor receiving additional Shares (as defined in the Equity Purchase and Commitment Agreement), each other Contributor shall receive, upon making a Payment hereunder, the Shares in respect of which such Payment is made. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and all of the Contributors (directly or indirectly) as or in respect of Payments on a several basis among all Contributors in accordance with their respective Pro Rata Portions. Without limiting the provisions of the preceding paragraph, the other provisions of this Agreement or the rights and remedies of any Contributor with respect thereto, if any Contributor fails to pay or reimburse all or any portion of such Contributor's Pro Rata Portion of any Payment (any such amount, a "Shortfall"), and such failure continues for a period of ten (10) Business Days after the due date for such payment or reimbursement, each non-defaulting Contributor, in addition to its respective obligations set forth above, (A) shall be responsible for, and shall pay to the Company or, as the case may be, such other person or entity referred to in the first sentence of this Section 1(a), its proportional share of the Shortfall based its Pro Rata Portion, but excluding the Pro Rata Portion of the defaulting Contributor (the "Adjusted Pro Rata Portion"), and (B) shall, without duplication, reimburse any non-defaulting Contributor (as required based on the amount of the respective payments made by such non-defaulting Contributors with respect to such Shortfall), in each case, in an amount equal to the non-defaulting Contributor's Adjusted Pro Rata Portion of such Shortfall; provided, however, that nothing contained in this sentence shall relieve or release a defaulting Contributor from any of its obligations and liabilities under this Agreement, including, without limitation, the obligation to reimburse the non-defaulting Contributors for any payment or reimbursement made by the non-defaulting Contributors with respect to any Shortfall. Notwithstanding the foregoing, a Contributor shall only be required to make a Payment pursuant to the terms hereof if the Obligation to which the Contribution Notice relates arises out of circumstances existing on or prior to the Closing Date. (b) For purposes of this Agreement: (x) "Payment" or "Payments" means any amount required to be paid or paid, directly or indirectly (i) to the Company by any Contributor in respect of the Obligations (including any liabilities, penalties, losses, damages, deficiencies and judgments required to be paid in respect thereto) or any Shortfall; provided, however, that in no event shall any Contributor be required to make payments pursuant to this subsection (x)(i) for an aggregate amount in excess of $250 million, and (ii) in respect of any interest, costs and expenses (including reasonable attorneys' fees) for investigation, defense and enforcement of the Equity Purchase and Commitment Agreement in respect of the Obligations or the provisions of this Agreement and (y) "Pro Rata Portion" with respect to any Contributor means the percentage of the Payment payable hereunder by such Contributor, whether to the Company or to any other entity, which percentage shall initially be the percentage set forth next to such Contributor's name on Exhibit A attached hereto. The Pro Rata Portion shall only be changed in connection with the occurrence of the events set forth in Section 1(d) in which case, the percentage for each Contributor shall be calculated by dividing (A) the aggregate amount required to be paid by such Contributors, in each case, for (x) the Direct Subscription Shares, (y) the Series B Preferred Stock, and (z) the Series A Preferred Stock, by (B) the sum of the payments under subsection (A) with respect to all Contributors.

Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributors of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then each Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributors (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. If any Payment made by any Contributor results in such Contributor receiving additional Shares (as defined in the Equity Purchase and Commitment Agreement), each other Contributor shall receive, upon making a Payment hereunder, the Shares in respect of which such Payment is made. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and all of the Contributors (directly or indirectly) as or in respect of Payments on a several basis among all Contributors in accordance with their respective Pro Rata Portions. Without limiting the provisions of the preceding paragraph, the other provisions of this Agreement or the rights and remedies of any Contributor with respect thereto, if any Contributor fails to pay or reimburse all or any portion of such Contributor's Pro Rata Portion of any Payment (any such amount, a "Shortfall"), and such failure continues for a period of ten (10) Business Days after the due date for such payment or reimbursement, each non-defaulting Contributor, in addition to its respective obligations set forth above, (A) shall be responsible for, and shall pay to the Company or, as the case may be, such other person or entity referred to in the first sentence of this Section 1(a), its proportional share of the Shortfall based its Pro Rata Portion, but excluding the Pro Rata Portion of the defaulting Contributor (the "Adjusted Pro Rata Portion"), and (B) shall, without duplication, reimburse any non-defaulting Contributor (as required based on the amount of the respective payments made by such non-defaulting Contributors with respect to such Shortfall), in each case, in an amount equal to the non-defaulting Contributor's Adjusted Pro Rata Portion of such Shortfall; provided, however, that nothing contained in this sentence shall relieve or release a defaulting Contributor from any of its obligations and liabilities under this Agreement, including, without limitation, the obligation to reimburse the non-defaulting Contributors for any payment or reimbursement made by the non-defaulting Contributors with respect to any Shortfall. Notwithstanding the foregoing, a Contributor shall only be required to make a Payment pursuant to the terms hereof if the Obligation to which the Contribution Notice relates arises out of circumstances existing on or prior to the Closing Date. (b) For purposes of this Agreement: (x) "Payment" or "Payments" means any amount required to be paid or paid, directly or indirectly (i) (A) to the Company by any Contributor in respect of the Obligations (including any liabilities, penalties, losses, damages, deficiencies and judgments required to be paid in respect thereto) or any Shortfall; provided, however, that in no event shall any Contributor be required to make payments pursuant to this subsection (x)(i) for an aggregate amount in excess of $250 million, and (ii) in respect of any interest, costs and expenses (including reasonable attorneys' fees) for investigation, defense and enforcement of the Equity Purchase and Commitment Agreement in respect of the Obligations or the provisions of this Agreement and (y) "Pro Rata Portion" with respect to any Contributor means the percentage of the Payment payable hereunder by such Contributor, whether to the Company or to any other entity, which percentage shall initially be the percentage set forth next to such Contributor's name on Exhibit A attached hereto. The Pro Rata Portion shall only be changed in connection with the occurrence of the events set forth in Section 1(d) in which case, the percentage for each Contributor shall be calculated by dividing (A) the aggregate amount required to be paid by such Contributors, in each case, for (x) the Direct Subscription Shares, (y) the Series B Preferred Stock, and (z) the Series A Preferred Stock, by (B) the sum of the payments under subsection (A) with respect to all Contributors.2

Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributors of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then each Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributors (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. If any Payment made by any Contributor results in such Contributor receiving additional Shares (as defined in the Equity Purchase and Commitment Agreement), each other Contributor shall receive, upon making a Payment hereunder, the Shares in respect of which such Payment is made. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and all of the Contributors (directly or indirectly) as or in respect of Payments on a several basis among all Contributors in accordance with their respective Pro Rata Portions. Without limiting the provisions of the preceding paragraph, the other provisions of this Agreement or the rights and remedies of any Contributor with respect thereto, if any Contributor fails to pay or reimburse all or any portion of such Contributor's Pro Rata Portion of any Payment (any such amount, a "Shortfall"), and such failure continues for a period of ten (10) Business Days after the due date for such payment or reimbursement, each non-defaulting Contributor, in addition to its respective obligations set forth above, (A) shall be responsible for, and shall pay to the Company or, as the case may be, such other person or entity referred to in the first sentence of this Section 1(a), its proportional share of the Shortfall based its Pro Rata Portion, but excluding the Pro Rata Portion of the defaulting Contributor (the "Adjusted Pro Rata Portion"), and (B) shall, without duplication, reimburse any non-defaulting Contributor (as required based on the amount of the respective payments made by such non-defaulting Contributors with respect to such Shortfall), in each case, in an amount equal to the non-defaulting Contributor's Adjusted Pro Rata Portion of such Shortfall; provided, however, that nothing contained in this sentence shall relieve or release a defaulting Contributor from any of its obligations and liabilities under this Agreement, including, without limitation, the obligation to reimburse the non-defaulting Contributors for any payment or reimbursement made by the non-defaulting Contributors with respect to any Shortfall. Notwithstanding the foregoing, a Contributor shall only be required to make a Payment pursuant to the terms hereof if the Obligation to which the Contribution Notice relates arises out of circumstances existing on or prior to the Closing Date. (b) For purposes of this Agreement: (x) "Payment" or "Payments" means any amount required to be paid or paid, directly or indirectly (i) (A) to the Company by any Contributor in respect of the Obligations (including any liabilities, penalties, losses, damages, deficiencies and judgments required to be paid in respect theretothereto and including any payment to the Company or Cerberus made by AMLP pursuant to the App/Cerb Contribution Agreement) or any Shortfall, or (B) otherwise to Cerberus in respect of the Obligations (including any liabilities, penalties, losses, damages, deficiencies and judgments required to be paid, in respect thereto); provided, however, that in no event shall any Contributor be required to make payments pursuant to this subsection (x)(i) for an aggregate amount in excess of $250 million, and (ii) in respect of any interest, costs and expenses (including reasonable attorneys' fees) for investigation, defense and enforcement of the Equity Purchase and Commitment Agreement in respect of the Obligations or Obligations, the provisions of this Agreement and the App/Cerb Contribution Agreement and (y) "Pro Rata Portion" with respect to any Contributor means the percentage of the Payment payable hereunder by such Contributor, whether to the Company or to any other entity, which percentage shall initially be the percentage set forth next to such Contributor's name on Exhibit A attached hereto. The Pro Rata Portion shall only be changed in connection with the occurrence of the events set forth in Section 1(d) in which case, the percentage for each Contributor shall be calculated by dividing (A) the aggregate amount required to be paid by such Contributors, in each case, for (x) the Direct Subscription Shares, (y) the Series B Preferred Stock, and (z) the Series A A-2 Preferred StockStock (provide that the amount required to be paid in respect of the Series A-2 Preferred Stock shall be calculated based on each Contributor's proposed economic interest in the Series A-2 Preferred Stock pursuant to the certain Agreement of Limited Partnership of Del A-2 L.P. dated as of even date herewith), by (B) the sum of the payments under subsection (A) with respect to all Contributors.

Contribution and Reimbursement. (a) If, at any time, any Contributor gives notice (a "Contribution Notice") to the other Contributors Contributor of a Payment (which notice shall include either (x) a written notice or invoice from the Company requesting a Payment or (y) a certificate from the Contributor who has made all or any portion of a Payment stating that it has made such Payment), then each the other Contributor (i) shall be responsible for, and shall pay, such Contributor's Pro Rata Portion of such Payment to the Company, and (ii) shall, without duplication, reimburse the other Contributors Contributor (as required based on the amount of such Payment made by each such other Contributor), in each case, in an amount equal to such Contributor's Pro Rata Portion of such Payment. If any Payment made by any Contributor results in such Contributor receiving additional Shares (as defined in the Equity Purchase and Commitment Agreement), each other Contributor shall receive, upon making a Payment hereunder, the Shares in respect of which such Payment is made. For the avoidance of doubt, the intent of this Section 1 is to apportion the cumulative, aggregate amounts required to be paid by, and actually paid by, any Contributor and all of the Contributors other Contributor (directly or indirectly) as or in respect of Payments on a several basis among all between the Contributors in accordance with their respective Pro Rata Portions. Without limiting the provisions of the preceding paragraph, the other provisions of this Agreement or the rights and remedies of any Contributor with respect thereto, if any Contributor fails to pay or reimburse all or any portion of such Contributor's Pro Rata Portion of any Payment (any such amount, a "Shortfall"), and such failure continues for a period of ten (10) Business Days after the due date for such payment or reimbursement, each non-defaulting Contributor, in addition to its respective obligations set forth above, (A) shall be responsible for, and shall pay to the Company or, as the case may be, such other person or entity referred to in the first sentence of this Section 1(a), its proportional share of the Shortfall based its Pro Rata Portion, but excluding the Pro Rata Portion of the defaulting Contributor (the "Adjusted Pro Rata Portion"), and (B) shall, without duplication, reimburse any non-defaulting Contributor (as required based on the amount of the respective payments made by such non-defaulting Contributors with respect to such Shortfall), in each case, in an amount equal to the non-defaulting Contributor's Adjusted Pro Rata Portion of such Shortfall; provided, however, that nothing contained in this sentence shall relieve or release a defaulting Contributor from any of its obligations and liabilities under this Agreement, including, without limitation, the obligation to reimburse the non-defaulting Contributors for any payment or reimbursement made by the non-defaulting Contributors with respect to any Shortfall. Notwithstanding the foregoing, a Contributor shall only be required to make a Payment pursuant to the terms hereof if the Obligation to which the Contribution Notice relates arises out of circumstances existing on or prior to the Closing Date. (b) For purposes of this Agreement: (x) "Payment" or "Payments" means any amount required to be paid or paid, directly or indirectly (i) to the Company by any Contributor in respect of the Obligations (including any liabilities, penalties, losses, damages, deficiencies and judgments required to be paid in respect thereto) or any Shortfall; provided, however, that in no event shall any Contributor be required to make payments pursuant to this subsection (x)(i) for an aggregate amount in excess of $250 millionObligations, and (ii) in respect of any interestliabilities, losses, damages, deficiencies, judgments and costs and expenses (including reasonable attorneys' fees) including, without limitation, interest, penalties, out-of-pocket expenses for investigation, defense and enforcement of enforcement, and reasonable attorney's fees) incurred, paid or sustained, directly or indirectly (if applicable), in connection with the Equity Purchase and Commitment Agreement in respect of the Obligations or the provisions of this Agreement Obligations; and (y) "Pro Rata Portion" with respect to any Contributor means the percentage of the Payment payable hereunder by such Contributor, whether to the Company or to any other entity, which percentage shall initially be the percentage set forth next to such Contributor's name on Exhibit A attached hereto. The Pro Rata Portion shall only be changed in connection with the occurrence of the events set forth in Section 1(d) in which case, the percentage for each Contributor shall be calculated by dividing (A) the aggregate amount required to be paid by such Contributors, in each case, for (x) the Direct Subscription Shares, (y) the Series B Preferred Stock, and (z) the Series A Preferred Stock, by (B) the sum of the payments under subsection (A) with respect to all Contributors.