Common use of Representations and Indemnities to Survive Clause in Contracts

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement Agreement, will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 7, 9 and 9 10 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 6 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 Section 5 and 6 hereof and this Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Issuers or the respective officers of the Company, officers of the Adviser and general partner of ONEOK Partners, L.P. or officers of the Administrator or its officers general partner of ONEOK Partners Intermediate Limited Partnership and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Issuers or any of the officers, directors, trustees, employees, agents or controlling indemnified persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Operating Partnership or officers of the Administrator Company or its officers the Operating Partnership, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or Underwriter, the Company, the Adviser or the Administrator Operating Partnership or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Operating Partnership, the Administrator Selling Stockholders or its the Company’s officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser Operating Partnership or the Administrator Selling Stockholders or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or the Operating Partnership or any officer or representative of any of the Company, Company or the Adviser and the Administrator or its officers Operating Partnership and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser Company or the Administrator Operating Partnership or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------- agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and Note Issuer or its officers, the Administrator Trust or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or of the Company, the Adviser or Note Issuer, the Administrator Trust or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesCertificates. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Issuers or the respective officers of the Company, general partner of the Adviser and Partnership or the Administrator or its officers ILP GP and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Issuers or any of the officers, directors, trustees, employees, agents or controlling indemnified persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Manager or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, broker-dealer affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Section 5(i) (with respect to subclauses (vi) and (vii) only, except as otherwise provided in this Agreement), Sections 7 and 8 hereof and 9 hereof this Section 11 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Manager or the Administrator officers of the Company or its officers the Manager, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or Underwriter, the Company, the Adviser or the Administrator Manager or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanySelling Stockholders, the Adviser and the Administrator Company or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the QIU, the Selling Stockholders or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 8 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, or the Company, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, rights of contribution and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Obligors or the officers of the CompanyIssuer or the Parent, the Adviser and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the CompanyUnderwriter, the Adviser or the Administrator Obligors or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyFund, the Adviser Manager and the Administrator Subadviser or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the CompanyFund, the Adviser Manager or the Administrator Subadviser or any of the officers, directors, trusteesmembers, managers, officers, employees, agents agents, affiliates or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Guarantors or its their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Issuer or its officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents agents, affiliates within the meaning of Rule 405 under the Act or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Transaction Entities or any officer or representative of any of the Company, the Adviser and the Administrator or its officers Transaction Entities and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Transaction Entities or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, controlled affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, ------------------------------------------ representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator or its officers Selling Securityholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Securityholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 14 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Guarantors, the Administrator or its Company’s officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriters or the Company, the Adviser or the Administrator Guarantors or any of the affiliates, officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and the Administrator or its officers Servicer and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriters, the Servicer or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesOffered Notes. The provisions of Sections 7 and 8 hereof and this Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers and of the Underwriters set forth in in, referred to in, or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the SecuritiesSecurities until all applicable statutes of limitation have expired. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, and the Adviser and the Administrator or its officers and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchaser or the Company, Company or the Adviser or the Administrator or any of the officers, trustees, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters and the Forward Sellers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Forward Purchasers, the Forward Sellers or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company Parties or their respective officers, of the Company, the Adviser and the Administrator or its officers Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Stockholder or the Company, the Adviser or the Administrator Company Parties or any of the officers, directors, trusteesemployees, employeesaffiliates, agents or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of each of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter the Underwriters or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 6 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 8 5 and 6 hereof and this Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, Company or the Adviser and the Administrator Operating Partnership or its officers or partners and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriter, the Operating Partnership or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Guarantors or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator any Guarantor or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesSecurities and the related Guarantees. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of Citigroup or its officers, and of the Convertible Notes Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Convertible Notes Underwriter or the Company, the Adviser Company or the Administrator Citigroup or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Forward Sellers, the Forward Counterparties and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Forward Seller or Forward Counterparty or the Company, the Adviser or the Administrator Company or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Parent Guarantor and the Administrator Trust or its their respective officers or trustees and of the Underwriters Purchaser set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Purchaser, the Company, the Adviser Parent Guarantor or the Administrator Trust or any of the their respective officers, directors, trustees, employees, agents trustees or controlling persons referred to in Section 9 hereofpersons, and will survive delivery of and payment for the Preferred Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Guarantors, the Administrator or its Company’s officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriters, the QIU or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, contribution agreements and other statements of each of the Company, Company or the Adviser and the Administrator Operating Partnership or its officers or partners and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Operating Partnership or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, its respective officers, the Adviser and the Administrator or its officers Selling Shareholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Shareholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Guarantors or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents affiliates, Selling Agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Underwriters or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 7 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 Section 3, Section 6, Section 9, Section 13, Section 15 and 9 hereof Section 16 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Underwriters or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 6 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 Section 3, Section 6, Section 9, Section 13, Section 15 and 9 hereof Section 16 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Operating Partnership and the Administrator or its officers Manager, as well as their respective officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or Operating Partnership and the Administrator Manager or any of the officers, directors, trusteesemployees, employeesaffiliates, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, rights of contribution and other statements of each of the Company, the Adviser and the Administrator Guarantors or its their respective officers and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchaser or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 7 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of Holdings, the Company, the Adviser and the Administrator Selling Stockholder or its officers their respective officers, if applicable, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or Underwriter, Holdings, the Company, the Adviser or the Administrator Selling Stockholder or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 12 hereof, and will survive delivery of and payment for the SecuritiesSynDECS. The provisions of Sections 8 11 and 9 12 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and the Administrator Issuer or its officers officers, Group or its officers, Reserves or its officers, the Seller or its officers, and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or of the Company, the Adviser or Issuer, Group, Reserves, the Administrator Seller or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesBonds. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Subsidiary Guarantors or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser Company or the Administrator any Subsidiary Guarantor or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 5(k), 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCorporation, the Adviser and the Administrator or its officers DNB, DNB-La., DAFC and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation investigation, or statement as to the results thereof, made by or on behalf of any Underwriter the Corporation, DNB, DNB-La. or the Company, the Adviser or the Administrator DAFC or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the SecuritiesCertificates. The provisions of Sections 8 8, 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, or the Company, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Selling Stockholder, Diageo, the Representatives and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Representative, Underwriter, the Selling Stockholder, Diageo or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, rights of contribution and other statements of each of the Company, the Adviser and the Administrator Guarantors or its their respective officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Initial Purchaser or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents affiliates or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 7 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Operating Partnership and the Administrator General Partner or its officers their officers, of the Selling Unitholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Unitholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or the officers of the CompanyManaging Member, of the Adviser and Guarantor or the Administrator or its officers of the General Partner and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Guarantor or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Issuer or its officers officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Stockholders or the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, rights of contribution and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator or its officers Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyNRP Parties or their respective officers, the Adviser Selling Unitholder, and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Unitholder, or the Company, the Adviser or the Administrator NRP Parties or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections 8 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of each of the Company, the Adviser and the Administrator Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters and Forward Sellers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Forward Seller, any Forward Counterparty or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Issuer or its officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents agents, affiliates (within the meaning of Rule 405 under the Securities Act) or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Underwriters or any of the their respective officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 6 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 Section 3, Section 6, Section 9, Section 13, Section 15 and 9 hereof Section 16 shall survive the termination or cancellation of this Agreement. 10.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator or its officers Selling Stockholders and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Stockholders or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator or its officers officers, of the Operating Company, or its officers, of CFP, or its officer, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, CFP, the Operating Company or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator or its officers Selling Securityholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Securityholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 14 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, and of the Company, the Adviser and the Administrator Selling Shareholder or its officers officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Company or the CompanySelling Shareholder, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 10 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 1, 9 and 9 10 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, Company and the Adviser and the Administrator or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, Company or the Adviser or the Administrator or any of the officers, trustees, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company and each of the Company, the Adviser and the Administrator Guarantor or its their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or Initial Purchaser, the Company, the Adviser or the Administrator any Guarantor or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 7 hereof, and will survive delivery of and payment for the SecuritiesSecurities and the Guarantees. The provisions of Sections 8 6 and 9 7 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, and the Adviser and the Administrator or its officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, Company or the Adviser or the Administrator or any of the officers, trustees, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator Selling Stockholder or of its officers and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriter, the Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator Selling Stockholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Operating Partnership and the Administrator or its officers and of the Underwriters set forth in or made pursuant to this Agreement will or made by or on behalf of the Company, the Operating Partnership or the Underwriters pursuant to this Agreement or any certificate delivered pursuant hereto shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser Company or the Administrator Operating Partnership or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section Sections 8 and 9 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 7, 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, Company or the Adviser and the Administrator Trust or its their respective officers or Trustees and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, the Adviser Company or the Administrator Trust or any of the officers, directors, trustees, employees, agents trustees or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Operating Partnership and the Administrator or its officers Manager, as well as their respective officers, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or Operating Partnership and the Administrator Manager or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Overseas Underwriters set forth in or made pursuant to this Overseas Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Overseas Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Overseas Underwritten Securities and the Overseas Option Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Overseas Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, Issuer or the Adviser and the Administrator Company or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Issuer or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement; provided that the provisions of Section 7 shall not survive a termination pursuant to Section 9.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser Selling Noteholder and the Administrator Company or its officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, the Adviser Selling Noteholder or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------- agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers[, of each Selling Stockholder] and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter[, any Selling Stockholder] or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, Company or the Adviser and the Administrator Trust or its their respective officers or Trustees and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchaser or the Company, the Adviser Company or the Administrator Trust or any of the officers, directors, trustees, employees, agents trustees or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and the Administrator Issuer or its directors or officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or of the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents managers or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the SecuritiesEnergy Recovery Bonds. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this AgreementUnderwriting Agreement and the complete or partial judicial invalidation of the Statute.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and Guarantors, the Administrator or its Company's officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriters, the QIU or the Company, the Adviser or the Administrator Guarantors or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 7 hereof, and will shall survive delivery of and payment for the SecuritiesStock. The covenants set forth in Section 4(c) and the provisions of Sections 8 6, 7 and 9 13 hereof and the provisions of this Section 10 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Operating Partnership or its any of their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriters or the Company, the Adviser or Selling Stockholder, the Administrator Operating Partnership or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 7 hereof, and will survive delivery of and payment for the SecuritiesShares. The provisions of Sections 8 5(k), 7 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers, of each of the Company, the Adviser and the Administrator Selling Noteholder or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Noteholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyIssuer, the Adviser and the Administrator Guarantors or its their respective officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the CompanyUnderwriter, the Adviser Issuer or the Administrator any Guarantor or any of the officers, directors, trusteesemployees, employeesaffiliates, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyIssuers, the Adviser Guarantor, the Operating Partnership and the Administrator General Partner or its their officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser Issuers or the Administrator Guarantor or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Subsidiary Guarantors or its their respective officers and of the Underwriters Initial Purchaser set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchaser or the Company, the Adviser or the Administrator Subsidiary Guarantors or any of the their respective officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of each Selling Shareholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Shareholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 this Section 11 hereof shall survive the termination or cancellation cancelation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the CompanyManager, the Adviser and the Administrator or its officers of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Manager or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Offerors or its officers or trustees, as the case may be, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Offerors or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Capital Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, ------------------------------------------- representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers officers, of each Selling Stockholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholder or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and the last sentence of Section 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Subsidiary Guarantors or its their respective officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, the Adviser or the Administrator Subsidiary Guarantors or any of the their respective officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Partnership Parties or any of the Companytheir officers, the Adviser and the Administrator Selling Unitholder or any of its officers and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriter, the Selling Unitholder or the Company, the Adviser or the Administrator Partnership Parties or any of the officers, directors, trusteesmanagers, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 8 and Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and the Administrator Issuer or its managers or officers and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or of the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents managers or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesSecuritization Bonds. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this AgreementUnderwriting Agreement and the complete or partial judicial invalidation of the Statute.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its respective officers and of the Underwriters set forth in or made pursuant to this Agreement will shall survive delivery of and payment for the Securities and shall remain in full force and effect, regardless of any termination of this Agreement or any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Underwriters or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 7 hereof, and will survive delivery of and payment for the Securities. . The provisions of Sections 8 Section 3, Section 6, Section 9, Section 13, Section 15 and 9 hereof Section 16 shall survive the termination or cancellation of this Agreement. 10.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Partnership Parties or any of the Companytheir officers, the Adviser Selling Unitholders and the Administrator or its officers of any Selling Unitholder who is not a natural person and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Partnership Parties or the Company, the Adviser or the Administrator Selling Unitholders or any of the directors, officers, directors, trusteesmanagers, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the SecuritiesUnits. The provisions of Sections Section 8 and Section 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the CompanyCompany or its officers, the Adviser and the Administrator or its officers Selling Stockholders, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, any Selling Stockholders or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7, 8 and 9 12 through 19 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Issuer or its officers, of the Company, the Adviser and the Administrator or its officers Selling Shareholder and of the Underwriters set forth in or made pursuant to this Underwriting Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter Underwriter, the Selling Shareholder or the Company, the Adviser or the Administrator Issuer or any of the officers, directors, trustees, employees, agents agents, affiliates or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Underwriting Agreement.

Representations and Indemnities to Survive. The respective ------------------------------------------ agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Companies or its their officers and of the Underwriters Initial Purchasers set forth in or made pursuant to this Purchase Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Initial Purchasers or the Company, the Adviser or the Administrator Companies or any of the officers, directors, trustees, employees, agents directors or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the SecuritiesNotes. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation of this Purchase Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Subsidiary Guarantors or its their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Subsidiary Guarantors or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or any officer of any of the Company, the Adviser Forward Sellers and the Administrator or its officers and of the Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriter, Forward Seller or Forward Counterparty or the Company, the Adviser or the Administrator Company or any of the their respective officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 8 and 9 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each of the Company, the Adviser and the Administrator Company or its officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter or the Company, the Adviser or the Administrator Company or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The Company’s responsibility for the expenses to be paid by it pursuant to Section 5 hereof and the provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation cancelation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of each the Company or its officers, of the Company, the Adviser and the Administrator Selling Stockholder or its officers authorized persons, and of the Underwriters Underwriter, set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Underwriter the Underwriter, the Selling Stockholder or the Company, the Adviser or the Administrator or any of the officers, directors, trustees, employees, agents or controlling persons referred to in Section 9 8 hereof, and will survive delivery of and payment for the Securities. The provisions of Sections 7 and 8 and 9 hereof shall survive the termination or cancellation cancelation of this Agreement.