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 the Company or its officers and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 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 Company, the Operating Partnership or its any of their officers and of you 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 you the Underwriters or the Company Company, the Operating Partnership or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) Sections 5(k), 7 and Sections 4(h) and 8 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 and of you 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 you the Underwriters or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 5(k), 7 and Sections 4(h) and 8 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 and of you the Agent 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 you the Agent or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) 5, Section 8, Section 10, Section 13, Section 15 and Sections 4(h) and 8 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 the Company or its officers and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) 5 and Sections 4(h) 6 hereof and 8 hereof this Section 9 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 Partnership or its the officers of ETP LLC and of you 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 you any Underwriter or the Company Partnership or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 or directors and of you 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 you any Underwriter or the Company or any of the officers, directors directors, employees, agents, affiliates or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth third paragraph of Section 2(a) and Sections 4(h) and 8 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 Company, the Guarantor or its any of their officers and of you each Agent 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 you such Agent or the Company Company, the Guarantor or any of the their officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Manager 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 you the Manager or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) Sections 5, 7, 14 and Sections 4(h) and 8 15 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 and of any of you 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 you or you, the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a4(j) and Sections 4(h) and 8 Section 6 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph fourth and sixth paragraphs of Section 2(a) and of Sections 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement. The provisions of this Agreement (including without limitation Section 7 hereof) applicable to any purchase of a Note for which an agreement to purchase exists prior to the termination hereof shall survive any termination of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or Company, its officers and of you set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by you or on your behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you the Managers 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 you any Manager or the Company or any of the officers, directors directors, employees, affiliates, agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 7, 9 and Sections 4(h) and 8 17 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 and of you 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 you or the Company or any of the its officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 the Guarantor or its their respective officers and of any of you 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 you or you, the Company Company, the Guarantor or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a4(j) and Sections 4(h) and 8 Section 6 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 and of you the Underwriters set forth in or made by or on behalf of them, respectively, pursuant to this Agreement will shall remain in full force and effect, regardless of any investigation made by or on behalf of you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth third paragraph of Section 2(a) and Sections 4(d), 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement; provided, however, that if at the time of such termination or cancellation any Purchaser continues to own Notes, the provisions of subsections (a), (b) and (c) of Section 4 shall also survive such 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof8, and will survive delivery of and payment for the Notes. The provisions of the fifth third paragraph of Section 2(a) and Sections 4(d), 4(h) and 8 hereof shall survive the termination or cancellation of this Agreement; provided, however, that if at the time of such termination or cancellation any Purchaser continues to own Notes, the provisions of subsections (a), (b) and (c) of Section 4 shall also survive such 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 or its directors and of you 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 you any Underwriter or the Company or any of the affiliates, officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h4(f) and 8 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 the Company or its officers and of you the 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 you any Initial Purchaser or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you 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 you any Underwriter, the Selling Stockholder or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) 5 and Sections 4(h) 6 hereof and 8 hereof this Section 9 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 Issuer and the Company or its officers and of you 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 you any Underwriter, the Issuer or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 7 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 the Company or Company, its officers and of you set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by you or on your behalf of you or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Sections 5 and 6 hereof and this Section 2(a) and Sections 4(h) and 8 hereof 9 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 and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) 5 and Sections 4(h) 6 hereof and 8 hereof this Section 9 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 and of you 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 you Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth third paragraph of Section 2(a) 2 hereof and Sections 4(h) and 8 the provisions of Section 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 the Company or its officers and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 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 the Company or its officers and of you 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 you or the Company or any of the its officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you the 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 you the Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive the conversion of any Debentures and the delivery of and payment for the Notesany Securities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Agents 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 you or the Agents, the Company or any of the officers, directors or controlling indemnified persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or Company, its officers and of you set forth in or made pursuant to this Agreement or any Terms Agree- ment will remain in full force and effect, regardless of any investigation made by you or on your behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers and of you the Manager 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 you the Manager or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 5 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 5 and 8 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h4(i) and 8 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 and of you the Initial Purchasers 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 you any Initial Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 10 hereof, and will shall survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 9 and Sections 4(h) and 8 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 and of you the Underwriters set forth in or made pursuant to this the Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of this Section 2(a) 11 and Sections 4(h) 5(a)(v), 7 and 8 hereof shall survive the termination or cancellation of this the Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you the Placement Agents 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 you any Placement Agent or the <Page> 15 Company or any of the officers, directors or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) 8 and Sections 4(h) 9 hereof and 8 hereof this Section 11 shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, and other statements of the Company or its officers and of you the Agents 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 you either Agent or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 9 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph Sections 7, 9, and 11 through 19 of Section 2(a) and Sections 4(h) and 8 this Agreement 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 and of you the Placement Agent 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 you the Placement Agent or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery the placement of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 5 and Sections 4(h) and 8 6 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 or its directors and of you the Agents 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 you the Agents or the Company or any of the affiliates, officers, directors directors, employees, agents, or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 the Guarantor or its their officers and of any of you 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 you or you, the Company Company, the Guarantor or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a4(j) and Sections 4(h) and 8 Section 6 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 and of you the Agents 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 you the Agents or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth third paragraph of Section 2(a) hereof and Sections 4(h) and 8 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 and of you 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 you any Underwriter or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 5(i)(k), 7 and 8 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 officers, of HEA and of you the Managers 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 you any Manager, HEA or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesInternational Securities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Manager 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 you the Manager or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof7 of this Agreement, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph Sections 5, 7, 14 and 15 of Section 2(a) and Sections 4(h) and 8 hereof this Agreement 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 and of you the 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 you any Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive the conversion of any Notes and the delivery of and payment for the Notesany Securities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 Company, its officers and of you set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by you or on your behalf of you or the Company or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 7 hereof 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 the Company or its officers and of you the 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 you the Initial Purchaser or the Company or any of the its officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 BellSouth or its their officers and of you the Agents set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you the Agents or the Company or BellSouth or any of the officers, directors or controlling persons referred to in Section 8 5 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 3(f), 5 and Sections 4(h) and 8 6 hereof shall survive the termination or cancellation of this Agreement or the Terms Agreement. 9.

Representations and Indemnities to Survive. The respective re- spective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive sur- vive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 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 and of you the Agents 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 you the Agents or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of Sections 4(j) (with respect to out-of-pocket expenses of the fifth paragraph Agents incurred prior to the termination or cancellation of Section 2(athis Agreement) and Sections 4(h) and 8 6 hereof shall survive the termination or cancellation of this Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities indemnities, certificates and other statements of the Company or its officers and of you the Underwriters and the QIU 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 you the Underwriters and the QIU or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you any Underwriter, the Investment Manager, or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you any Underwriter or the Company Company, or any of the officers, directors directors, trustees, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Managers 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 you any Manager or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6, 7 and Sections 4(h) and 8 13 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 or its directors and of you the Xxxxxxxxxx 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 you Xxxxxxxxxx or the Company or any of the affiliates, officers, directors directors, employees, agents or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth clause (iii) under second paragraph of Section 2(a) this Agreement and Sections 4(h) and 8 6 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 and of you the 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 you or the Purchasers, the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 hereof shall survive the termination or cancellation cancelation of this Agreement. 12.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you 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 you or the Company Union or any of the its officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesPass Through Certificates. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 Issuers or its their respective officers and of you the 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 you the Initial Purchasers or the Company Issuers or any of the their respective officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you any Underwriter or the Company or any of the officers, directors directors, employees, affiliates, Selling Agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Placement Agents 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 you any Placement Agent or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company or its officers or its directors and of you the Agents 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 you any Agent or the Company or any of the affiliates, officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you any Underwriter or the Company or any of the officers, directors directors, partners or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 5 and Sections 4(h) and 8 6 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 and of you the 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 you the Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive the conversion of any Notes and the delivery of and payment for the Notesany Securities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you any Placement Agent 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 you the Placement Agents or the Company or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 the Company Company, the Guarantor or its their officers and of you 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 you any Underwriter or the Company Company, the Guarantor or any of the officers, directors or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) Sections 6 and Sections 4(h) and 8 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 Transaction Entities or its officers and of you the Managers 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 you the Managers or the Company Transaction Entities or any of the officers, directors directors, employees, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(aSections 4(z) and Sections 4(h) and 8 7 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 the Company or its officers and of you the Managers 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 you any Manager or the Company or any of the officers, directors directors, employees, affiliates, agents or controlling persons referred to in Section 8 7 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 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 the Company or its officers or its directors and of you Echelon 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 you Echelon or the Company or any of the affiliates, officers, directors directors, employees, agents or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth clause (iii) under second paragraph of Section 2(a) this Agreement and Sections 4(h) and 8 6 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 Company, its officers and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 5 and 8 hereof and 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 the Company or its officers and of you the Agents 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 you the Agents or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 6 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 and of you the 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 you the Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive the conversion of any Debentures and the delivery of and payment for the Notesany securities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you the Underwriter 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 you the Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 6 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Sections 5 and 6 hereof and this Section 2(a) and Sections 4(h) and 8 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 Company, its officers officers, and of you the Placement Agent 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 you or any Placement Agent, the Company Company, or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 or its directors and of you the Agent 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 you the Agent or the Company or any of the affiliates, officers, directors directors, employees, agents or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesShares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 BellSouth or its their officers and of you the Agents set forth in or made pursuant to this Agreement or any Terms Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of you the Agents or the Company or BellSouth or any of the officers, directors or controlling persons referred to in Section 8 5 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) Sections 3(f), 5 and Sections 4(h) and 8 6 hereof shall survive the termination or cancellation of this Agreement or the Terms Agreement.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you 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 you or the Company or any of the its officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesPass Through Certificates. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h4(g) and 8 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 and of you 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 you or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the Notes. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) and 8 hereof shall survive the termination or cancellation cancelation of this Agreement. 11.

Representations and Indemnities to Survive. The respective agreements, representations, warranties, indemnities and other statements of the Company or its officers and of you the 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 you the Purchaser or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive the conversion of any Debentures and the delivery of and payment for the Notesany Standby Shares. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 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 officers, or Thermo Electron, and of you 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 you any Underwriter or the Company or any of the officers, directors or controlling persons referred to in Section 8 hereof, and will survive delivery of and payment for the NotesSecurities. The provisions of the fifth paragraph of Section 2(a) and Sections 4(h) 7 and 8 hereof shall survive the termination or cancellation of this Agreement.