Common use of Reimbursement of Underwriters’ Expenses Clause in Contracts

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and Xxxxx Fargo Bank, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counselcounsel reasonably incurred) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. In no event shall the Company be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters Company set forth in Section 5 8 hereof is not satisfied, because of any termination pursuant to Section 9 12 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and Barclays Holdings, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and MSMCH, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and UBS AG, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and BANA, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of BFI or the Company Parent to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Parent will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and Xxxxx Fargo Bank, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Fund or the Advisers to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Fund will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Company, TW NY or TWE to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Guarantors will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of one counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Trust or the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company or the Trust will reimburse the Underwriters severally upon through the Representatives on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Guarantor will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and Wxxxx Fargo Bank, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and RBS, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 12 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters Company set forth in Section 5 8 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof 6 is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company and Wachovia, jointly and severally, will reimburse the Underwriters severally severally, upon demand demand, for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of one counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, including as described in Section 20 hereof, the Company will shall reimburse the Underwriters severally upon through the Representatives on demand for all reasonable and documented out-of-pocket expenses (including reasonable and documented fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them it in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and Wxxxx Fargo Bank, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket reasonable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities; provided that the Company shall then be under no further liability to any Underwriter in respect of the Securities not so delivered except as provided in Sections 5(k) and 8 hereof.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities, up to a maximum of $75,000 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions in Section 8 below).

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof herein is not satisfied, because of any termination pursuant to Section 9 hereof 10(a) herein or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof herein other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Guarantor will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket reasonable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company Corporation to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Corporation will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. In no event shall the Corporation be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will shall reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Issuer will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket reasonable and documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket reasonable and documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesNotes.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company and Wachovia, jointly and severally, will reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket reasonable and documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket accountable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Banc of America Securities LLC on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company Depositor and Xxxxx Fargo Bank, jointly and severally, will reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Underwritten Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof 6 is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company and Wachovia, jointly and severally, will reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnderwritten Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Leerink Partners LLC on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesSecurities (including fees and expenses of counsel to the Underwriters).

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-of- pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Barclays Capital Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the UnderwritersUnderwriters or the occurrence of any of the events specified in Section 11 hereof, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof (other than clauses (ii) or (iii) thereof) or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand through the Representative for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesShares.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by each of them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Notes provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or to comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Xxxxxxx Lynch, Xxxxxx, Xxxxxx & Xxxxx Incorporated on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesNotes.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company Issuer to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Issuer will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket reasonable and documented expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket documented expenses (including reasonable fees and disbursements of counselcounsel for the Underwriters) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Depositary Shares provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand through the Representatives for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesDepositary Shares.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 ‎11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand through the Representatives for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand through the Representatives for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all reasonable and detailed out-of-pocket expenses (including reasonable fees and disbursements of counselcounsel as stated with particularity) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated con- summated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-reasonable out- of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company Issuers to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Issuers will reimburse the Underwriters severally upon demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will shall reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 11 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of US LLC or the Company Parent to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Parent will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company CI to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company CI will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters Company set forth in Section 5 7 hereof is not satisfied, because of any termination pursuant to Section 9 12 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Units provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10(i) hereof or because of any refusal, inability or failure on the part of the Company Parties to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company Parties will reimburse the Underwriters severally upon on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnits.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all reasonable documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Xxxxx and Company, LLC on demand for all out-of-pocket accountable expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters Underwriter set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof 9(i) hereof, or because of any refusal, inability or failure on the part of the Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the UnderwritersUnderwriter, the Company will reimburse the Underwriters severally upon Underwriter on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them it in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities, up to a maximum of $62,500 (provided, however, that such expense cap in no way limits or impairs the indemnification and contribution provisions in Section 8 below).

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein in this Agreement is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein in this Agreement or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 hereof is not satisfied, because of any termination pursuant to Section 9 hereof satisfied or because of any refusal, inability or failure on the part of the Company or the Guarantor to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company and the Guarantor will reimburse the Underwriters severally upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through BofA Securities, Inc. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 8 hereof is not satisfied, because of any termination pursuant to Section 9 12 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representatives on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Citigroup Global Markets Inc. on demand for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been reasonably incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through Xxxxxx Xxxxxxx Corp. on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through the Representative on demand for all out-of-pocket reasonable expenses (including including, without limitation, reasonable fees and disbursements expenses of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through [—] on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Registered Certificates provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 hereof or satisfied because of any refusal, inability or failure on the part of the Company Depositor to perform any agreement herein or comply with any provision hereof hereof, other than by reason of a default by any of the Underwriters, the Company will Depositor and BGUS, jointly and severally, shall reimburse the Underwriters severally severally, upon demand demand, for all out-of-out of pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesRegistered Certificates.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon demand for all out-reasonable out- of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities. In no event shall the Company be liable to the Underwriters for loss of anticipated profits from the transactions contemplated by this Agreement.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities Units provided for herein is not consummated because any condition to the obligations of the Underwriters Underwriter set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 9(i) hereof or because of any refusal, inability or failure on the part of the Company Partnership Parties to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the UnderwritersUnderwriter, the Company Partnership Parties will reimburse the Underwriters severally upon Underwriter on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the SecuritiesUnits.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein is not consummated because any condition to the obligations of the Underwriters set forth in Section 5 6 hereof is not satisfied, because of any termination pursuant to Section 9 10 hereof or because of any refusal, inability or failure on the part of the Company to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriters, the Company will reimburse the Underwriters severally upon through [ ] on demand for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Securities.

Reimbursement of Underwriters’ Expenses. If the sale of the Securities provided for herein pursuant to this Agreement and the Terms Agreement relating to such Securities is not consummated because any condition to the Underwriters' obligations of the Underwriters set forth in Section 5 hereof hereunder and thereunder is not timely satisfied, because of any termination pursuant to Section 9 hereof or because of any refusal, failure or inability or failure on the part of the Company to perform any agreement on its part contained herein or comply with any provision hereof other than by reason therein, then, unless otherwise provided in the last paragraph of a default by any of the UnderwritersSection 7, the Company will reimburse the Underwriters severally or cause them to be reimbursed upon demand for all out-of-pocket expenses (including reasonable fees and disbursements of their counsel) that shall have been incurred by them in connection with the proposed purchase offering of such Securities, and sale of the SecuritiesCompany shall have no further liability hereunder except as provided in Sections 6 and 8.