Common use of Survival of Certain Representations and Obligations Clause in Contracts

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5A and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor and the Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriters, the Transferor and the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriters the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 and the respective obligations of the CompanyTransferor, AHFC the Bank and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii), (iv) or (ivv) of Section 6(c6(d), the Company Transferor and AHFC, jointly and severally, the Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Underwritten Notes. For the avoidance of doubt, the obligations of each of the Transferor, the Bank and the Underwriters under this Agreement are solely the obligations of each such person and in no case will constitute a claim against the Issuer or its assets.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5A and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Underwritten Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 10 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)10, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)9, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Depositor and World Omni or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Depositor, World Omni or any of their respective representatives, officers or directors or any controlling personPerson, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company Depositor and World Omni shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 5(h) hereof and the respective obligations of the CompanyDepositor, AHFC World Omni and the Underwriters pursuant to Section 7 Sections 8 and 9 hereof shall remain in effect. If the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 12 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)11 hereof, the Company Depositor and AHFC, jointly and severally, World Omni will reimburse the Underwriters for all out-of of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)9, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.and

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Partnership or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Partnership or any of their respective its representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesOffered Securities. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes Offered Securities by the Underwriters is not consummated, the Company Partnership shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Partnership and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause clauses (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 6(c7(c), the Company and AHFC, jointly and severally, Partnership will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesOffered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor and the Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriters, the Transferor and the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriters the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 4 and the respective obligations of the CompanyTransferor, AHFC the Bank and the Underwriters pursuant to Section 7 5 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii), (iv) or (ivv) of Section 6(c5(d), the Company Transferor and AHFC, jointly and severally, the Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Underwritten Notes. For the avoidance of doubt, the obligations of each of the Transferor, the Bank and the Underwriters under this Agreement are solely the obligations of each such person and in no case will constitute a claim against the Issuer or its assets.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Parties or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Underwriter, any Company or AHFC Party or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effectOffered Securities. If the purchase of the Notes Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 hereof or the occurrence of any event specified in clause clauses (iiiii), (iiiiv), (vi), (vii) or (ivviii) of Section 6(c7(c) hereof), the Company and AHFCParties will, jointly and severally, will reimburse the Underwriters for all out-of of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesOffered Securities, and the respective obligations of the Company Parties and and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 10 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)10, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes. The provisions of Section 5(h), Section 8, Section 11, Section 13, Section 16 and Section 18 shall survive the termination or cancellation of this Agreement.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the NotesCertificates. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Certificates by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)9, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Section 7 shall remain in effect, and if any Notes have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties warranties, and other statements of the Company or AHFC or their respective officers and of the several Notes Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Notes Underwriter or the Company or AHFC or any of their respective representatives, its officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 7 hereof or if for any reason the purchase of the Notes by the Notes Underwriters pursuant to this Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4 hereof and the respective obligations of the Company, AHFC Company and the Notes Underwriters pursuant to Section 7 6 hereof shall remain in effect. If for any reason, the purchase of the Notes by the Notes Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)7, the Company and AHFC, jointly and severally, will reimburse the Notes Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Bank or their respective officers and of the several Underwriters Underwriter[s] set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriter[s], the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesClass _ Certificates. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriter[s] the purchase of the Notes Class _ Certificates by the Underwriters Underwriter[s] is not consummated, the Company Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Bank and the Underwriters Underwriter[s] pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Notes Class _Certificates by the Underwriters Underwriter[s] is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iiiiv) or (ivv) of Section 6(c), the Company and AHFC, jointly and severally, Bank will reimburse the Underwriters Underwriter[s] for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesClass _ Certificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters Underwriter set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC and the Underwriters Underwriter pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters Underwriter for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them it in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The --------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, its officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iiiiv) or (ivv) of Section 6(c6(b), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Company, Premcor or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Company, Premcor or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesSecurities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Premcor and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiv), (iiiv), (vi) or (ivvii) of Section 6(c), the Company and AHFCPremcor, jointly and severally, will agree to reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Companies or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or , the Company or AHFC or Companies, the Guarantor and any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated, the Company Companies shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 and the respective obligations of the Company, AHFC Companies and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 7 or the occurrence of any event specified in clause (iiC), (iiiD) or (ivE) of Section 6(c6(d), the Company and AHFC, jointly and severally, Companies will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5A and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Trust, the Depositor, NMAC or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Depositor or the Company or AHFC NMAC or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the [Offered] Notes. If this Agreement is terminated pursuant to Section 8 10 of this Agreement or if for any reason the purchase of the [Offered] Notes by the Underwriters is not consummated, the Company Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 of this Agreement, and the respective obligations of the Company, AHFC Depositor and the Underwriters pursuant to Section 7 8 of this Agreement shall remain in effect. If the purchase of the [Offered] Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence 10 of any event specified in clause (ii), (iii) or (iv) of Section 6(c)this Agreement, the Company and AHFC, jointly and severally, Depositor will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the [Offered] Notes. The provisions of Section 5(h), Section 8, Section 11, Section 13 and Sections 17-18 shall survive the termination or cancellation of this Agreement.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor and the Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriters, the Transferor and the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriters the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 4 and the respective obligations of the CompanyTransferor, AHFC the Bank and the Underwriters pursuant to Section 7 5 shall remain in effect. If for any WFN 2024-B Underwriting Agreement reason the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii), (iv) or (ivv) of Section 6(c5(d), the Company Transferor and AHFC, jointly and severally, the Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Underwritten Notes. For the avoidance of doubt, the obligations of each of the Transferor, the Bank and the Underwriters under this Agreement are solely the obligations of each such person and in no case will constitute a claim against the Issuer or its assets.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective officers its officers, and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Company, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesStock. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Stock by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 Sections 5(j), (k) (subject to the limitations therein) and (l) and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Sections 7 and 8 shall remain in effect, and if the Agreement is terminated after the First Closing Date, the representations and warranties in Section 7 1 and all obligations under Section 5 shall also remain in effect. If the purchase of the Notes Stock by the Underwriters is not consummated for any reason (other than solely because of a default by the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(cUnderwriters), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-out of pocket expenses (including including, but not limited to, such costs as telephone calls, courier service, copying, accommodations, travel and fees and disbursements of for legal counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 11 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)11, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The --------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company Seller or AHFC or their respective its officers and of the several 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 or the Company or AHFC Seller or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesClass A Certificates. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes Class A Certificates by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Class A Certificates by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 9 or the occurrence of any event specified in clause (iiiii), (iiiiv) or (ivv) of Section 6(c6(d), the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesClass A Certificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor, the Servicer or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Transferor or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 9 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company Transferor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Transferor and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)9, the Company and AHFC, jointly and severally, Transferor will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The --------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company Bank or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesCertificates. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Certificates by the Underwriters is not consummated, the Company Bank shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC Bank and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Certificates by the Underwriters is not consummated consummat- XXXXXX XXXXXXX & CO. INCORPORATED November 3, 1998 Page 29 ed for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause clauses (iiiii), (iiiiv) or (ivv) of Section 6(c6(b), the Company and AHFC, jointly and severally, Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesCertificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Trust, the Depositor, NMAC or their respective officers and of the several 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, thereof made by or on behalf of any Underwriter Underwriter, the Depositor or the Company or AHFC NMAC or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the [Offered] Notes. If this Agreement is terminated pursuant to Section 8 10 of this Agreement or if for any reason the purchase of the [Offered] Notes by the Underwriters is not consummated, the Company Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 of this Agreement, and the respective obligations of the Company, AHFC Depositor and the Underwriters pursuant to Section 7 8 of this Agreement shall remain in effect. If the purchase of the [Offered] Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence 10 of any event specified in clause (ii), (iii) or (iv) of Section 6(c)this Agreement, the Company and AHFC, jointly and severally, Depositor will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the [Offered] Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesOffered Shares. If this Agreement is terminated pursuant to Section 8 7 or if for any reason the purchase of the Notes Offered Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4 and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Section 7 6 shall remain in effect. If the purchase of the Notes Offered Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 7 or the occurrence of any event specified in clause (iiiii), (iiiiv), (v), (vi) or (ivvii) of Section 6(c5(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesOffered Shares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor and the Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriters, the Transferor, the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriters the purchase of the Offered Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 and the respective obligations of the CompanyTransferor, AHFC the Bank and the Underwriters pursuant to Section 7 shall remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company Transferor and AHFC, jointly and severally, the Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Transferor and the Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriters, the Transferor and the Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Underwritten Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason other than default by the Underwriters the purchase of the Underwritten Notes by the Underwriters is not consummated, the Company Transferor and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 and the respective obligations of the CompanyTransferor, AHFC the Bank and the Underwriters pursuant to Section 7 6 shall remain in effect. If for any reason the purchase of the Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii), (iv) or (ivv) of Section 6(c6(d), the Company Transferor and AHFC, jointly and severally, the Bank will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Underwritten Notes. For the avoidance of doubt, the obligations of each of the Transferor, the Bank and the Underwriters under this Agreement are solely the obligations of each such person and in no case will constitute a claim against the Issuer or its assets.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholder, of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Selling Stockholder, the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesOffered Securities. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 and the respective obligations of the Company, AHFC the Selling Stockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Notes Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.,

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Seller, the Servicer or their respective officers and of the several Underwriters Underwriter 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, thereof made by or on behalf of any Underwriter the Underwriter, the Seller or the Company or AHFC Servicer or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 10 or if for any reason the purchase of the Notes by the Underwriters Underwriter is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5, and the respective obligations of the Company, AHFC Seller and the Underwriters Underwriter pursuant to Section 7 8 shall remain in effect. If the purchase of the Notes by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)10, the Company and AHFC, jointly and severally, Seller will reimburse the Underwriters Underwriter for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.

Survival of Certain Representations and Obligations. The --------------------------------------------------- respective indemnities, agreements, representationsrepresen tations, warranties and other statements of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Under writer, the Company or AHFC or any of their respective representativesrepresenta tives, officers or directors or any controlling person, person and will survive delivery of and payment for the NotesSecurities. If this the Terms Agreement is terminated pursuant to Section 8 7 or if for any reason the purchase of the Notes Securities by the Underwriters under the Terms Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4 and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Section 7 6 shall remain in effect. If the purchase of the Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 7 or the occurrence of any event specified in clause (iiiii), (iii) or (iv) of Section 6(c), the Company and AHFC, jointly and severally, will reimburse the Underwriters for all out-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Notes.or

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company NiSource or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or the Company or AHFC Underwriter, NiSource or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesShares. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Shares by the Underwriters is not consummated, the Company NiSource shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC NiSource and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause clauses (iiiii), (iiiiv) (other than a suspension with respect to NiSource’s securities not part of a general suspension), (v), (vi) or (ivvii) of Section 6(c), the Company and AHFC, jointly and severally, NiSource will reimburse the Underwriters for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC or their respective its officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the NotesShares. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4 and the respective obligations of the Company, AHFC Company and the Underwriters pursuant to Section 7 shall remain in effect. If the purchase of the Notes Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (iiiii), (iiiiv) (except for any suspension of trading of any securities of the Company), (v), (vi) or (ivvii) of Section 6(c6(b), the Company and AHFC, jointly and severally, will reimburse the Underwriters each Underwriter for all out-of of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or AHFC Partnership Parties or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter or Underwriter, the Company or AHFC Partnership Parties or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Notes. If this Agreement is terminated pursuant to Section 8 or if for any reason the purchase of the Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, AHFC and the Underwriters pursuant to Section 7 shall remain in effectOffered Units. If the purchase of the Notes Offered Units by the Underwriters is not consummated for any reason other than solely (a) any event specified in clause (iii), (vi), (vii) or (viii) of Section 7(c) of this Agreement, or (b) because of the termination of this Agreement pursuant to Section 8 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c)9 hereof, the Company and AHFCPartnership Parties will, jointly and severally, will reimburse the Underwriters for all reasonable out-of of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the NotesOffered Units, and the respective obligations of the Partnership Parties and the Underwriters pursuant to Section 8 hereof and the obligations of the Partnership Parties pursuant to Section 10 shall remain in effect. In addition, if any Offered Units have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.