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, the Selling Stockholder and 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, the Company, the Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Selling Stockholder 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Companyseveral Selling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated other than such default by an Underwriter, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel) in excess of $210,000.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, 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, the Selling Stockholder Stockholder, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated other than such default by an Underwriter, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel) in excess of $200,000.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (excluding the matters set forth in Section 5(d)), or if for any reason other than solely because of the termination of Company shall be unable to perform its obligations under this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)Agreement, the Selling Stockholder Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, representations and warranties and other statements of the Company, Company and the Selling Stockholder Forward Counterparties and their respective officers and of or on behalf 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 any Forward Counterparty or the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company 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, the Selling Stockholder Forward Counterparties and the Underwriters pursuant to Section 8 hereof 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii) (other than for any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(e), the Selling Stockholder Company will reimburse the Forward Counterparties and 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this the Terms Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c5(c), the Selling Stockholder Company will reimburse the Underwriters for all out-of-pocket expenses (approved in writing by you, including fees and disbursements of counsel) , reasonably incurred by them in connection with the offering of the Offered Securities, but the Company shall be under no further liability to any Underwriter except as provided in Section 4(g) and Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, indemnities agreements, representations, warranties and other statements of the CompanySelling Stockholders, the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c6(c), the Company and the Selling Stockholder will Stockholders shall, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or its managing directors or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers officers, directors or managing directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummatedconsummated pursuant to Section 5, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 Sections 3(c) and 4 and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iii), (iv) (other than with respect to the securities of the Company), (v), (vi), ) or (vii) or (viii) of Section 7(c5(c), the Selling Stockholder Company 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 SecuritiesNotes. If the purchase of the Notes by the Underwriters is not consummated because of the termination of this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv) (other than with respect to the securities of the Company), (v), (vi) or (vii) of Section 5(c), the Company shall not be responsible for the expenses of the Underwriters.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Parent 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, Underwriter and the Company, the Selling Stockholder Parent or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company and the Parent shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company and the Parent 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholders, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective or 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, the Company, the Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered any Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for because any reason condition to the obligation of the Underwriters set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or comply with any provision hereof other than solely because by reason of a default by any of the termination of this Agreement pursuant to Section 9 or Underwriters, the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), Company and the Selling Stockholder 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 Securities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Selling Stockholder Company and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person controlling any Underwriter, the Company, the Selling Stockholder or any of their respective representatives, officers or directors of the Company or any person controlling personthe Company, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason Company as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii7(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi), (vii) or (viii) of Section 7(cvii)), the Selling Stockholder will Company agrees to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses that it has agreed to pay pursuant to Section 5(i) hereof. The Company also agrees to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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, the Selling Stockholder Stockholder, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Company and the Selling Stockholder will will, jointly and severally, reimburse the Underwriters for all out-out- of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective --------------------------------------------------- indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or its 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters Underwriter pursuant to Section 8 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 Offered Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representativesRepresentatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), (vii) or (viiivii) of Section 7(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Guarantor 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, the Company, the Selling Stockholder Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Guarantor and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c5(c), the Selling Stockholder Company and the Guarantor 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 Securities, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder each Originator and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement hereto will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters or any Underwriter, the Company, the Selling Stockholder Originator or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesClass A Certificates. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities Class A Certificates by the Underwriters is not consummated, the Selling Stockholder Originators shall remain responsible for the expenses to be paid or reimbursed by it the Originators pursuant to Section 5 3 hereof and the respective obligations of the Company, the Selling Stockholder Originators and the Underwriters pursuant to Section 8 4 hereof 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 Offered Securities Class A Certificates by the Underwriters is not consummated for any reason other than solely because of Section 8 of the termination of this Underwriting Agreement pursuant to Section 9 or the occurrence of any event specified in clause clauses (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c)6(c) of the Underwriting Agreement, the Selling Stockholder Originators 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 SecuritiesClass A Certificates. If the purchase of the Class A Certificates by the Underwriters is not consummated solely because of Section 8 of the Underwriting Agreement or the occurrence of any event specified in clauses (iii), (iv) or (v) of Section 6(c) of the Underwriting Agreement, the Originators shall have no such reimbursement obligation.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c5(c), the Selling Stockholder Company 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 Securities, but the Company shall be under no further liability to any Underwriter except as provided in Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Shareholder or any of their respective officers officers, on the one hand, and of the several Underwriters International Underwriters, on the other hand, 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 International Underwriter, the Company, the Selling Stockholder Shareholder or any of their respective representatives, officers or directors or any controlling personperson with respect to any International Underwriter and the Company and any controlling person with respect to the Selling Shareholder, and will survive delivery of and payment for the Offered SecuritiesShares. If this Agreement is terminated pursuant to Section 9 10 or if for any reason the purchase of the Offered Securities Shares by the International Underwriters is not consummated, the Selling Stockholder Shareholder and the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 7 and the respective obligations of the Company, the Selling Stockholder Shareholder and the International Underwriters pursuant to Section 8 9 shall remain in effect, effect and if any Offered Securities Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 6 and Section 7 shall also remain in effect. If the purchase of the Offered Securities Shares by the International Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 10 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c8(b), the Selling Stockholder Shareholder will reimburse the International 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 SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or its officers and of the several Underwriters set forth in or made pursuant to this Agreement or in the Terms 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iii) (other than with respect to the Company’s securities), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(b), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, the Selling Stockholder and their respective officers Stockholders 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The ---------------------------------------------------- respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated because of any failure or refusal on the part of the Company to comply with the terms or to fulfill any of the conditions of this Agreement (excluding the matters set forth in Section 5(d)), or if for any reason other than solely because of the termination of Company shall be unable to perform its obligations under this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)Agreement, the Selling Stockholder Company will reimburse the Underwriters for all reasonable out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective or its 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, the Company, the Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered any Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummatedconsummated because any condition to the obligation of the Underwriter set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder shall remain responsible to perform any agreement herein or comply with any provision hereof other than by reason of a default by any of the Underwriter, the Company and the Selling Stockholder will reimburse the Underwriter for the all out-of- pocket expenses to be paid or reimbursed (including fees and disbursements of counsel) reasonably incurred by it pursuant to Section 5 in connection with the offering of the Securities, and the respective obligations of the Company, the Selling Stockholder and the Underwriters Underwriter pursuant to Section 8 hereof 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Selling Stockholder 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Shareholders, of the Selling Stockholder and their respective officers Company 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, the Companyany Selling Shareholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Shareholders 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, the Selling Stockholder Shareholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason (other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c)), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representativesRepresentatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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 pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Company and the Selling Stockholder will will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Starwood, and 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, the Company, the Selling Stockholder Stockholder, Starwood, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholder, Starwood and the Underwriters pursuant to Section 8 7 shall remain in effect, 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), or (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representativesRepresentatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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, the Selling Stockholder Stockholder, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(d), the Company and the Selling Stockholder will will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representativesUnderwriters, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(d), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company will reimburse the Underwriters for all substantiated out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, the Selling Stockholder and their respective officers directors 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 effectUnits. If the purchase of the Offered Securities Units by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)hereof, the Selling Stockholder Company 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 and sale of the Offered SecuritiesUnits. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Units. In addition, if any Offered Units have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyTransferor, the Selling Stockholder Issuer 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 Underwriterthe Underwriters, the CompanyTransferor, the Selling Stockholder Issuer 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 Offered SecuritiesUnderwritten Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Selling Stockholder Transferor, the Issuer and the Bank shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 of this Agreement and the respective obligations of the CompanyTransferor, the Selling Stockholder Issuer, the Bank and the Underwriters pursuant to Section 8 7 of this Agreement 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 for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), ) or (vii) or (viiiof Section 6(d) of Section 7(c)this Agreement, the Selling Stockholder Transferor, the Issuer and the Bank 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 SecuritiesUnderwritten 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, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesShares. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities Shares by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities Shares by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this the Terms Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c5(c), the Selling Stockholder Company will reimburse the Underwriters for all out-of-pocket expenses (approved in writing by you, including fees and disbursements of counsel) , reasonably incurred by them in connection with the offering of the Offered SecuritiesShares, but the Company shall be under no further liability to any Underwriter except as provided in Section 4(g) and Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder Series Obligors and ABS or their respective officers and of the several Underwriters set forth in or made pursuant to this the Underwriting 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 Underwriterthe Underwriters, the Company, the Selling Stockholder Series Obligors and ABS or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If this the Underwriting Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Selling Stockholder Series Obligors and ABS shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 6 and the respective obligations of the Company, the Selling Stockholder Series Obligors and ABS and the Underwriters pursuant to Section 8 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 for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c), the Selling Stockholder Series Obligors and ABS will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counselcounsel and reasonable costs and expenses of printing to the extent set forth in Section 6(h)) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, the Selling Stockholder and their respective officers directors 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), Section 10(ii) or (vii) or (viii) of Section 7(c)hereof, the Selling Stockholder Company will reimburse the Underwriters for all documented out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them (up to a maximum of $75,000) in connection with the offering and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 6 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and NCM LLC 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, the Company, the Selling Stockholder NCM LLC or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company and NCM LLC shall remain jointly and severally responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder NCM LLC and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiivii) of Section 7(c), the Selling Stockholder Company and NCM LLC will jointly and severally reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of their outside counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this the Terms Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(c), the Selling Stockholder Company 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 Securities, but the Company shall be under no further liability to any Underwriter except as provided in Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their Transaction Entities or its 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, the Company, the Selling Stockholder Transaction Entities or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Transaction Entities and the Underwriters pursuant to Section 8 7 and the obligations of the Transaction Entities pursuant to Section 9 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Guarantor 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, the Company, the Selling Stockholder Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company, and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Guarantor and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this the Terms Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c5(c), the Selling Stockholder Company and the Guarantor will reimburse the Underwriters for all out-of-pocket expenses (approved in writing by you, including fees and disbursements of counsel) , reasonably incurred by them in connection with the offering of the Offered Securities, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 4(g) and Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Shareholder, of CVS, of the Selling Stockholder and Company 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, the CompanySelling Shareholder, CVS, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company, CVS and the Selling Stockholder Shareholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 (except as to any defaulting underwriter) and the respective obligations of the Company, CVS, the Selling Stockholder Shareholder, and the Underwriters pursuant to Section 8 7 shall remain in effect, but shall not inure to the benefit of any defaulting Underwriter, 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 effecteffect but shall not inure to the benefit of any defaulting Underwriter. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c6(c), the Company, CVS and the Selling Stockholder will Shareholder will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Selling Stockholder Company and their respective officers Hovnanian and of the several Underwriters Purchasers set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Offered Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any UnderwriterPurchaser, the officers or directors of any Purchaser, any person controlling any Purchaser, the Company, the Selling Stockholder or any of their respective representatives, officers or directors of the Company or any person controlling personthe Company, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase Offered Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason Company as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii7(b)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi), (vii) or (viii) of Section 7(cvii), the Selling Stockholder will Company agrees to reimburse the Underwriters several Purchasers for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses that it has agreed to pay pursuant to Section 5(g) hereof. The Company also agrees to reimburse the several Purchasers, their directors and officers and any persons controlling any of the Purchasers for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 8 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and Guarantor 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, the Company, the Selling Stockholder Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(h) and the respective obligations of the Company, the Selling Stockholder Guarantor and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)8, the Selling Stockholder Company and the Guarantor 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 Securities, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Securityholders, the Selling Stockholder and their respective Company or its 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, the CompanySelling Securityholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company and the Selling Stockholder Securityholders 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 Company, the Selling Stockholder Securityholders and the Underwriters Underwriter pursuant to Section 8 6 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 Offered Securities by the Underwriters Underwriter is not consummated for as a result of a failure by the Company to fulfill any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified conditions precedent contained in clause (iiiSections 5(b), (ivc)(i), (vc)(ii), (vic)(v), and (viih) or (viii) of Section 7(c)a failure by the Company to fulfill its obligations under this Agreement for any other reason, then the Selling Stockholder will Company shall 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 Offered Securities. If the purchase of the Offered Securities by the Underwriters is not consummated as a result of a failure by the Selling Stockholders to fulfill any of the conditions precedent contained in Sections 5(i) and 5(j) or a refusal by the Selling Stockholders to consummate the sale of the Offered Securities for any other reason, then the Selling Stockholders shall reimburse the Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Securities have been purchased hereunder 45 the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company shall remain responsible for the out-of-pocket expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or pursuant to the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated other than such default by an Underwriter, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(d), the Selling Stockholder Company 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 Securities, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel) in excess of $200,000.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated as contemplated herein, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 6 and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated as contemplated herein for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iiiC), (ivD),(E), (v), (vi), (viiF) or (viiiG) of Section 7(c7(d), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(e), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective NiSource or 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, the Company, the Selling Stockholder NiSource or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesSecurities . If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder NiSource and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause clauses (iii), (iv) (other than a suspension with respect to NiSource’s securities not part of a general suspension), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder NiSource 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesADSs. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities ADSs by the Underwriters is not consummated, the Selling Stockholder Company 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Securities ADSs have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 5 (other than out-of-pocket expenses incurred by the Underwriters only to the extent this Agreement is terminated pursuant to Section 9) shall also remain in effect. If the purchase of the Offered Securities ADSs by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiivii) of Section 7(c), the Selling Stockholder Company 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 SecuritiesADSs.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Company and the Selling Stockholder will Stockholders will, severally and not jointly, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), (vii) or (viiivii) of Section 7(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 hereof or if for any other reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 5(g) hereof and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 7 hereof 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c)6(c) hereof, the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, the Selling Stockholder Company and their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement will shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the officers or directors of any Underwriter, any person controlling any Underwriter, the Company, the Selling Stockholder or any of their respective representatives, officers or directors of the Company or any person controlling personthe Company, and will survive delivery (ii) acceptance of and payment for the Offered SecuritiesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase Securities are not delivered by or on behalf of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason Company as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii6(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or The Nasdaq National Market or any setting of minimum prices for trading on such exchange), (v), (vi), (vii) or (viii) of Section 7(cvii)), the Selling Stockholder will Company agrees to reimburse the several Underwriters for all out-of-pocket expenses (including the fees and disbursements of counsel) reasonably incurred by them. Notwithstanding any termination of this Agreement, the Company shall be liable for all expenses which it has agreed to pay pursuant to Section 5(h) hereof. The Company also agrees to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in connection with the offering of the Offered Securitiesenforcing their rights hereunder (including, without limitation, their rights under Section 7 and Section 9 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyIssuers, the Selling Stockholder and Guarantors, Rexnord Corporation or their respective officers and of the several Underwriters Purchasers 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 UnderwriterPurchaser, the CompanyIssuers, the Selling Stockholder Guarantors, Rexnord Corporation or any of their respective representativesrepresentative, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If solely due to the fault of the Issuers, Guarantors or Rexnord Corporation, this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Selling Stockholder Issuers, Guarantors and Rexnord Corporation shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the CompanyIssuers, the Selling Stockholder Guarantors, Rexnord Corporation and the Underwriters Purchasers pursuant to Section 8 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 Offered Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or and (viii) of Section 7(c7(a), the Selling Stockholder Issuers, Guarantors and Rexnord Corporation will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or 10 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 hereof and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 7 and 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)9, the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Transferor and the Selling Stockholder and 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 Underwriterthe Underwriters, the Company, Transferor and the Selling Stockholder Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Selling Stockholder Transferor and the Bank shall remain responsible WFN 2018-C Underwriting Agreement for the expenses to be paid or reimbursed by it them pursuant to Section 5 4 and the respective obligations of the CompanyTransferor, the Selling Stockholder Bank and the Underwriters pursuant to Section 8 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 for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(d), the Selling Stockholder Transferor and the Bank 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 SecuritiesUnderwritten 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 CompanyCompany or its officers, of the Selling Stockholder and their respective officers Stockholders 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, the Company, the any Selling Stockholder Stockholder, or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered U.S. Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered U.S. Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 7 shall remain in effect, effect and if any Offered U.S. 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 Offered U.S. Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), or (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 U.S. Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated (including pursuant to the last sentence in Section 7), the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 and the obligations of the Company pursuant to Section 10 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)9, the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyParticipating Stockholders, of the Selling Stockholder and their respective Company or 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, the CompanyParticipating Stockholders, the Selling Stockholder Company or any of their respective representatives, officers or directors officers, directors, members, partners or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company and the Participating Stockholders 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, the Selling Stockholder Participating Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c7(e), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or its directors, 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Company and the Selling Stockholder will Stockholders will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholer, the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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 pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Company and the Selling Stockholder 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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, the Selling Stockholder Stockholder, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Company and the Selling Stockholder will will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and or their respective officers (if applicable), of the Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c6(d), the Company and the Selling Stockholder will will, jointly and severally, reimburse the Underwriters for all out-out- of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(d), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Shareholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Shareholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Shareholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder Shareholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective or its 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, the Company, the Selling Stockholder or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered any Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters Underwriter is not consummated for because any reason condition to the obligation of the Underwriter set forth in Section 7 hereof is not satisfied or because of any refusal, inability or failure on the part of the Company or the Selling Stockholder to perform any agreement herein or comply with any provision hereof other than solely because by reason of a default by any of the termination of this Agreement pursuant to Section 9 or Underwriter, the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), Company and the Selling Stockholder 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 Offered Securities, and the respective obligations of the Company, the Selling Stockholder and the Underwriter pursuant to Section 8 hereof shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated other than such default by an Underwriter, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel) in excess of $175,000.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 6 and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters and the obligations of the Company pursuant to Section 8 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 6 shall also remain in effect. If effect if the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iiiB), (ivC), (v), (vi), (viiD) or (viiiE) of Section 7(c6(iii), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties warranties, and other statements of the Company, the Selling Stockholder and their respective officers Company 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 Underwriter, Notes Underwriter or the Company, Company or the Selling Stockholder Co-Obligor or any of their respective representatives, officers or respective directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If this Agreement is terminated pursuant to Section 9 7 hereof or if for any reason the purchase of the Offered Securities Notes by the Notes Underwriters pursuant to this Agreement is not consummated, the Selling Stockholder Company and the Co-Obligor 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, the Selling Stockholder Company and the Co-Obligor and the Notes Underwriters pursuant to Section 8 6 hereof 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 for any reason, the purchase of the Offered Securities Notes by the Notes Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiC), (ivD), (v), (vi), (viiE) or (viiiF) of Section 7(c5(c), the Selling Stockholder Company and the Co-Obligor will reimburse the Notes 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 SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Selling Shareholders of the Selling Stockholder and their respective Company or 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, the Companyany Selling Shareholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Shareholders 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, the Selling Stockholder Shareholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c), 6(d) the Company and the Selling Stockholder will Shareholders will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Transferor and the Selling Stockholder and 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 Underwriterthe Underwriters, the Company, Transferor and the Selling Stockholder Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Selling Stockholder Transferor and the Bank shall remain responsible WFN 2017-C Underwriting Agreement for the expenses to be paid or reimbursed by it them pursuant to Section 5 4 and the respective obligations of the CompanyTransferor, the Selling Stockholder Bank and the Underwriters pursuant to Section 8 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 for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(d), the Selling Stockholder Transferor and the Bank 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 SecuritiesUnderwritten 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, the Selling Stockholder and their respective Company or its officers and of the Selling Stockholders and 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, the Company, the Selling Stockholder Stockholders or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 and the obligations of the Company pursuant to Section 10 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Companyseveral Selling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors directors, partners, members, or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders (as applicable) 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the 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, the Selling Stockholder Stockholder, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummatedconsummated other than such default by an Underwriter, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities, provided that the Company shall not be obligated under this Section 9 to reimburse the Underwriters for any expenses (including any reasonable fees and disbursements of counsel) in excess of $ [•].

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 hereof or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 hereof and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters pursuant to Section 8 7 hereof and the obligations of the Company pursuant to Section 9 hereof shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section 2 hereof and all obligations under Section 5 hereof shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 hereof or the occurrence of any event specified in clause clauses (iii), (iv), (v), (vi), (vii) ), or (viii) of Section 7(c)6(c) hereof, the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 shall remain in effect7, 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiii), (ivii)(C), (vii)(D), (vi), (viiii)(E) or (viiiii)(F) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders or their officers (if applicable), of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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; provided, however, that the obligations of the Company in Sections 5 and 7 shall not affect any rights of the Company against any defaulting Underwriter. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, the Selling Stockholder and their respective officers Shareholders 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, the Companyany Selling Shareholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Shareholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 5 6 and the respective obligations of the Company, the Selling Stockholder Shareholders and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Securities have been purchased hereunder the representations and warranties in Section Sections 2 and 3 and all obligations under Section 5 6 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c), the Company and the Selling Stockholder will Shareholders will, jointly and severally, 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Trust and its Trustees and the Selling Stockholder Guarantor and 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, the CompanyTrust, the Selling Stockholder Guarantor or any of their respective representatives, trustees, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the CompanyTrust, the Selling Stockholder Guarantor and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Securities have been purchased hereunder hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Guarantor 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, representations and warranties and other statements of the Company, the Selling Stockholder Company and their respective officers PPL Capital Funding and of or on behalf 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, Underwriter or the Company, the Selling Stockholder Company and PPL Capital Funding or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Company and PPL Capital Funding shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 6, and the respective obligations of the Company, the Selling Stockholder PPL Capital Funding and the Underwriters pursuant to Section 8 9 hereof 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 10 or the occurrence of any event specified in clause (ii) (other than for any suspension of trading of any securities of the Company or the Guarantor on any exchange or in the over-the-counter market), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c7(e), the Selling Stockholder Company and PPL Capital 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Transferor and the Selling Stockholder and 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 Underwriterthe Underwriters, the Company, Transferor and the Selling Stockholder Bank or any of their respective representatives, officers or directors or any controlling person, and will 104202192 WFN 2019-B Underwriting Agreement survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Bank and the Underwriters pursuant to Section 8 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 for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(d), the Selling Stockholder Transferor and the Bank 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 SecuritiesUnderwritten 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, the Selling Stockholder and Guarantor 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, the Company, the Selling Stockholder Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered Securities. If this the Terms Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Selling Stockholder Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 4(g) and the respective obligations of the Company, the Selling Stockholder Guarantor and the Underwriters pursuant to Section 8 6 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 Offered Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination of this Agreement pursuant to Section 9 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c5(c), the Selling Stockholder Company and the Guarantor 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 Securities, but the Company and the Guarantor shall be under no further liability to any Underwriter except as provided in Section 6.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Company and the Selling Stockholder Parent Guarantor and 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 termination of this Agreement, any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company, the Selling Stockholder Parent Guarantor or any of their respective representatives, officers or directors or any controlling person, person and will survive delivery of and payment for the Offered SecuritiesClass C Certificates. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities Class C Certificates by the Underwriters Underwriter is not consummated, the Selling Stockholder Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriter) and the respective obligations of the Company, the Selling Stockholder Company and the Underwriters Underwriter pursuant to Section 8 6 hereof 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 this Agreement shall be terminated by the purchase Underwriter because of any failure or refusal on the part of the Offered Securities by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of this Agreement pursuant to Section 9 Company or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)Parent Guarantor shall be unable to perform its obligations under this Agreement, the Selling Stockholder Company and the Parent Guarantor, jointly and severally, will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including the fees and disbursements of its counsel) reasonably incurred by them the Underwriter in connection with this Agreement or the offering of the Offered Securitiescontemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Transferor and the Selling Stockholder and Bank or their respective officers and of the several Underwriters set forth in or made pursuant to this Agreement WFN 2024-A Underwriting 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 Underwriterthe Underwriters, the Company, Transferor and the Selling Stockholder Bank or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesUnderwritten Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the Underwriters the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Bank and the Underwriters pursuant to Section 8 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 for any reason the purchase of the Offered Securities Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (ii), (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c5(d), the Selling Stockholder Transferor and the Bank 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 SecuritiesUnderwritten 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 CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(d), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, of the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders 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, the Selling Stockholder Stockholders, and the Underwriters pursuant to Section 8 7 shall remain in effect 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (vi), (viiiii) or (viiiiv) of Section 7(c6(d), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, the Selling Stockholder and their respective Company or 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, the Companyany Selling Stockholders, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), ) or (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Corporation or the Selling Stockholder and Issuer 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, the CompanyCorporation, the Selling Stockholder Issuer or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder Corporation shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the CompanyCorporation, the Selling Stockholder Issuer and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event 100 specified in clause (iii), (iv), (v), (vi), (vii) or (viiiv) of Section 7(c6(c), the Selling Stockholder Corporation 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Selling Stockholders and of the Selling Stockholder and their respective Company or 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, the CompanySelling Stockholders, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Selling Stockholder Stockholders shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder Stockholders and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c6(d), the Company and the Selling Stockholder Stockholders will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective Company or 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Company and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, the Selling Stockholder and their respective officers directors 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, the Company, the Selling Stockholder Company or any of their respective representatives, officers or officers, directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viii) of Section 7(c)hereof, the Selling Stockholder Company 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 and sale of the Offered Securities. The respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain operative and in full force and effect regardless of (i) any termination of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company and (iii) acceptance of and payment for any of the Offered Securities. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 6 hereof shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling Stockholder and their respective or its officers, of the Company or 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, the CompanySelling Stockholder, the Selling Stockholder Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery de livery of and payment for the Offered Securities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Selling Stockholder 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, the Selling Stockholder Stockholder, and the Underwriters Underwrit ers pursuant to Section 8 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 Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 8 or the 18 occurrence of any event specified in clause (iii), (iv), (v), (vi), (vii) or (viiivi) of Section 7(c6(c), the Selling Stockholder Company 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 Securities.