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

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c), the 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities Notes by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(d), the Company and the Guarantors 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Trust, the Depositor, NMAC or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, the Company Depositor or NMAC or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Offered SecuritiesNotes. If the Terms this Agreement is terminated pursuant to Section 7 10 of this Agreement or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company Depositor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 of this Agreement, and the respective obligations of the Company Depositor and the Underwriters pursuant to Section 6 8 of this Agreement shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence 10 of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c)this Agreement, the Company Depositor 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.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c), the 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the 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 or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of this Agreementagreement) 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 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the 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 Company, or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, or statement as to the results result thereof, made by or on behalf of any Underwriter, the 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 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 4 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), ) or (vi) or (vii) of Section 5(c6(c), the Company will reimburse the Underwriters for all out-of-pocket expenses (including reasonable fees and disbursements disbursement 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the Company 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 or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (iv), (v), (viD) or (viiE) of Section 5(c6(b)(ii), the Company 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 or its officers officers, the several Selling Stockholders and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesShares. If the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Company, the Selling Stockholders, and the Underwriters pursuant to Section 6 shall remain in effect, and if any Shares have been purchased hereunder the representations and warranties in Section 2 and all obligations under Section 4 shall also remain in effect. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c), the Company will and the Selling 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 SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantor or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company, the Guarantor 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 the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 3 and the respective obligations of the Company and the Guarantor and the Underwriters pursuant to Section 6 shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c5(e), the 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 3 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its the Guarantor or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 UnderwriterUnderwriter or the Company, the Company Guarantor 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the Company will reimburse the Underwriters for all out-of-of- pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c)7, the 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c5(h), the 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 Company, DTAG or its their respective officers and of the several Underwriters Initial Purchasers or their respective officers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Initial Purchasers, the Company Company, DTAG 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, each of the Company and DTAG shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, DTAG and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiii), (iv), (v), ) or (vi) or (vii) of Section 5(c6(b), the Company and DTAG will reimburse the Underwriters Initial 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 and the Guarantor or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantors (to the extent a party hereto) 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 Company, the Guarantor or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantor 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantor and the Underwriters Purchaser pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantor 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to under Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 8 and the obligations of the Company pursuant to Section 10 hereof shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c7(f), the Company will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counselcounsel plus VAT where applicable) 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(d), the 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 or its officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase sale of the Offered Securities by to the Underwriters Underwriter is not consummatedconsummated because the conditions in Section 6 hereof are not satisfied, or by reason of any failure, refusal or inability on the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations part of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase perform any undertaking of this Agreement or to comply with any of the Offered Securities by terms hereof on its part to be performed, unless such failure, refusal or inability is due primarily to the Underwriters is not consummated for any reason other than solely because default or omission of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c)Underwriter, the Company will reimburse the Underwriters Underwriter for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably actually incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company and the Underwriter pursuant to Section 7 hereof shall remain in effect. In addition, if any Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, rights of contribution, agreements, representations, warranties and other statements of the Company or its officers officers, of the Manager and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Company, the Manager 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 the Terms this Agreement is terminated pursuant to Section 7 7(e) or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(k) and the respective obligations of the Company and the Underwriters pursuant to Section 6 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 as a result of the termination failure of the Terms Agreement pursuant to any condition specified in Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c)hereof, the 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 Seller or its the Servicer or any of their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Company Seller or the Servicer 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities Class A Certificates by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 hereof and the respective obligations of the Company Seller, the Servicer and the Underwriters pursuant to Section 6 7 hereof shall 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 the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c)6(d) hereof, the Company Seller and the Servicer will reimburse the Underwriters for all out-of-pocket expenses (including the reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesClass A Certificates.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its AutoNation Financial Services or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 or AutoNation Financial Services 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, AutoNation Financial Services and the Underwriters pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiii), (iv), (v), (viiii) or (viiiv) of Section 5(c6(c), the Company and AutoNation Financial Services, jointly and severally, will reimburse the Underwriters for all out-of-of pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of the Company or its officers Issuers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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, either of the Company Issuers 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, each of the Company Issuers shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of each of the Company Issuers and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c), each of the Company Issuers, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers officers, and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, made by or on behalf of any Underwriterthe Purchaser, the Company 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 hereof and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 hereof shall remain in effect. If ; provided that, notwithstanding the foregoing, in such circumstances the Company shall not be obligated to reimburse the Purchaser for its out-of pocket expenses (excluding fees and disbursements of counsel in excess of $200,000); and provided further, that it the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any an event specified in clause (iiiSection 6(b)(iii), (iv), ) or (v), (vi) or (vii) of Section 5(c), the Company will shall have no obligation to reimburse the Underwriters Purchaser for all its 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 Issuer or the Company or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 Issuer or the 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 Company, the Guarantor or its their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company, the 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters under the Terms Agreement is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 4(g) and the respective obligations of the Company Company, the Guarantor and the Underwriters pursuant to Section 6 shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iiiii), (iv), (v), (viiii) or (viiiv) of Section 5(c), the 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 or its their officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered Firm Securities. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Firm Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall remain in effect. If Notwithstanding the foregoing, if the purchase of the Offered Firm Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(c), then the Company will reimburse the Underwriters for all documented out-of-pocket expenses (including reasonable fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Firm Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its CPCo or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 or CPCo 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 Trust, the Transferor, NMAC or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any investigation, investigation or statement as to the results thereof, thereof made by or on behalf of any Underwriter, the Company Transferor or NMAC or any of their respective representatives, officers or directors or any controlling personControl Person, and will survive delivery of and payment for the Offered SecuritiesNotes. If the Terms this Agreement is terminated pursuant to Section 7 9 of this Agreement or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company Transferor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 of this Agreement, and the respective obligations of the Company Transferor and the Underwriters pursuant to Section 6 7 of this Agreement shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence 9 of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c)this Agreement, the Company Transferor 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.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Issuers or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 Issuers 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Issuers shall remain jointly and severally responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Issuers and the Underwriters pursuant to Section 6 7 shall 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(e), the Company Issuers 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 or its officers and of the several Underwriters and the Forward Seller set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any termination of this Agreement, the Forward Sale Agreement or any Additional Forward Sale Agreement or any investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Forward Seller, the Forward Purchaser, the 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effectShares. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 hereof or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(d), the Company will reimburse the Underwriters Underwriters, the Forward Purchaser and the Forward Seller 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, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors will reimburse the Underwriters Purchasers 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 10 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 9 shall 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 the Terms this Agreement pursuant to Section 7 10 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 Company, the Trust or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 Company, the Trust 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Trust shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Company, the Trust and the Underwriters pursuant to Section 6 shall remain in effect. If the purchase of the Offered Preferred Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c5(d), the Company and the Trust 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Under- writers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 NiSource or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company NiSource shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company NiSource and the Underwriters pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 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) of Section 5(c6(c), the Company 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 and Holdings or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, Holdings 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(h) and the respective obligations of the Company Company, Holdings and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(b), the Company 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 Issuer or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuer and the Underwriters Guarantors and the Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company Issuer and the Guarantors 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 or its Company, the Selling Shareholder, and their respective officers and of the several U.S. Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 U.S. Underwriter, the Company or the Selling Shareholder, 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered U.S. Securities by the U.S. Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Selling Shareholder and the U.S. Underwriters pursuant to Section 6 7 shall remain in effect and if any 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 U.S. Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), or (v), (vi) or (vii) of Section 5(c6(c), the Company will reimburse the U.S. 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 U.S. Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Corporation or its the Issuer or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Corporation, the 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Corporation shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Corporation, the Issuer and the Underwriters pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event 100 specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the Company 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 Trust and the Company or its their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Trust and the 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Trust and the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Trust and the Company and the Underwriters pursuant to Section 6 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the Trust and the 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.will

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Issuer and the Guarantors or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Issuer, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuer and Holdings shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuer, the Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company Issuer and Holdings 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 Partnership Entities or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Partnership 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Partnership Entities shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 and the respective obligations of the Company Partnership Entities and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(c), the Company Partnership Entities 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii) (other than with respect to the Company’s securities), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 or its officers and of the several Underwriters Initial Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Initial Purchaser, the 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Initial Purchaser pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company will reimburse the Underwriters Initial Purchaser 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 and the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company and the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall remain in effect. 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (iv), (v), (viD) or (viiE) of Section 5(c6(b)(ii), the Company and the Guarantors 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterPurchasers, the Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(b), the Company and the Guarantors 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 Goss or its officers and of xx the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Goss or any of their respective representativesits reprexxxxatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters is not consummated, the Company Goss shall remain responsible responxxxxe for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company Goss and the Underwriters Underwriterx xxrsuant to Section 7 and the obligations of Goss pursuant to Section 6 shall 0 xhall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(d), the Company Goss, will reimburse the Underwriters Xxxerwriters 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 Company, the Guarantor or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company, the Guarantor 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 the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 3 and the respective obligations of the Company and the Guarantor and the Underwriters pursuant to Section 6 shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c5(e), the 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 3 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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 Partnership Entities or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Partnership 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Partnership Entities shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 and the respective obligations of the Company Partnership Entities and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiii)(A), (iv), (v), (viii) or (viiiii) of Section 5(c6(c), the Company Partnership Entities 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 and Section 7 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of the Company or its officers Issuers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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, either of the Company Issuers 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, each of the Company Issuers shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of each of the Company Issuers and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c5(d), each of the Company Issuers, jointly and severally, will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall remain in effect and if any 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantors 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantors 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 Republic or its officers officials and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 Republic or any of their respective representatives, officers officers, officials or directors or any controlling person, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Republic shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Republic and the Underwriters pursuant to Section 6 8 shall 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 the Terms Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c7(b), the Company Republic 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms Agreement is obligations of the Underwriters with respect to any offering of Securities are terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters under a Terms Agreement is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall remain in effect. If for any reason the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or a failure to satisfy the occurrence of any event specified conditions set forth in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c), the Company will shall reimburse the Underwriters Underwriters, severally, 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 7 shall 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(d), the 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 and the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and each of the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company 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 APU, AFG, the Company or its and their officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterAPU, AFG, the 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, AFG, APU and the Underwriters pursuant to Section 6 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(c), the 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 Company, the Guarantor or its their respective officers and of the several Underwriters Initial Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Initial Purchaser, the Company Company, the Guarantor 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantor and the Underwriters Initial Purchaser pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantor will reimburse the Underwriters Initial Purchaser 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 Partnership Entities or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Partnership 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Partnership Entities shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 and the respective obligations of the Company Partnership Entities and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiii)(A), (ivii), (v), (viiii) or (viiiv) of Section 5(c6(e), the Company Partnership Entities 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 4 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterInitial Purchaser, the 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 4(g) and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause clauses (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company will reimburse the Underwriters Initial 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 or any of their respective representatives, officers or directors or any controlling personperson of any of them, and will survive delivery of and payment for the Offered Securities. If the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 and the provisions of Section 13 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c), the 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, representations and warranties and other statements of the Company and of or its officers and on behalf of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6, and the respective obligations of the Company and the Underwriters pursuant to Section 6 9 hereof shall 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 the Terms this Agreement pursuant to Section 7 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) or (viiv) of Section 5(c7(d), the 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 or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterInitial Purchaser, the Company 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Notes by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Notes by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (iv), (v), (viD) or (viiE) of Section 5(c6(b)(ii), the Company will reimburse the Underwriters Initial 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 SecuritiesNotes.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantors, jointly and severally, will reimburse the Underwriters Purchasers for all documented 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 Issuer or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuer shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuer and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c6(b), the Company Issuer and the Guarantors 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 or its any Guarantor or their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause clauses (iii), (iv), (vvi), (vivii) or and (viiviii) of Section 5(c6(c), the Company will and Guarantors, will, jointly and severally, 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 or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company will reimburse the Underwriters Purchasers for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by it 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters pursuant to Section 6 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 the Terms Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the Company will reimburse the Underwriters for all out-of-of- pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and each of the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company 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 or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Purchaser, the 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 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 Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), ) or (vi) or (vii) of Section 5(c6(b), the Company will reimburse the Underwriters Purchaser 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 written statements of the Company Company, the Guarantor or its any of their officers and of the several Underwriters Underwriter set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, effect regardless of any investigation, or statement as to the results thereof, made by or on behalf of any the Underwriter, the Company Company, the Guarantor 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 the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company Company, the Guarantor and the Underwriters Underwriter pursuant to Section 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 4 shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c5(b), the Company and the Guarantor will jointly and severally 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 or its the Guarantors or their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the reasonable expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Guarantors and the Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company and the Guarantors will reimburse the Underwriters Purchasers 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 SecuritiesSecurities .

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the - 21 - Company or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterInitial Purchaser, the Company 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 3 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c5(h), the Company will reimburse the Underwriters Initial Purchasers for all out-of-pocket expenses (including fees and disbursements disbursement 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 or its officers and of the several Underwriters Initial Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 UnderwriterInitial Purchaser, the 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6 and the respective obligations of the Company and the Underwriters Initial Purchasers pursuant to Section 6 8 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c7(b), the Company will reimburse the Underwriters Initial 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 or its officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iiiC), (iv), (v), (viD) or (viiE) of Section 5(c6(b)(ii), the Company and the Subsidiary Guarantors, jointly and severally, 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 or its officers officers, the Selling Stockholders and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of this Agreement) will remain in full force and effect, regardless of any an investigation, or statement as to the results thereof, made by or on behalf of any Underwriter, the Company or the Selling Stockholders or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesShares. If the Terms this Agreement is terminated pursuant to Section 7 or 8 or if for any reason the purchase of the Offered Securities Shares by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 6, and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 6 5 shall remain in effect, and if any Shares have been purchased hereunder the representations and warranties in Section 1 and all obligations under Section 3 shall also remain in effect. If the purchase of the Offered Securities Shares by the Underwriters is not consummated for any reason other than solely because of the termination of the Terms this Agreement pursuant to Section 7 or 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c4(k), the 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 SecuritiesShares.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company Guarantor, the Corporation or its the Issuer or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Guarantor, the Corporation, the 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company Guarantor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Guarantor, the Corporation, the Issuer and the Underwriters pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c6(c), the Company Guarantor will 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 or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or and (vii) of Section 5(c5(d), the 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c7(b), the Company and the Guarantors will reimburse the Underwriters Purchasers for all documented out-of-pocket expenses (including documented 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 or its officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Purchaser, the 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters Purchaser is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect and if any Offered Securities have been purchased hereunder the representations and warranties in Sections 2 and 4 and all obligations under Section 5 shall remain in effect. If the purchase of the Offered Securities by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), ) or (vi) or (vii) of Section 5(c6(b), the Company will reimburse the Underwriters Purchaser 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 Company, the Guarantor or its their respective officers and of the several Underwriters set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company, the Guarantor 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 the Terms this Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company and the Guarantor shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 3 and the respective obligations of the Company and the Guarantor and the Underwriters pursuant to Section 6 shall 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 the Terms this Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c5(d), the 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. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 1 and all obligations under Section 3 shall remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company or its officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, then the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c), then the 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 or its the Guarantor or their respective officers and of the several Underwriters set forth in or made pursuant to the Terms Agreement (including the provisions of 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 UnderwriterUnderwriter or the Company, the Company Guarantor 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 the Terms Agreement is terminated pursuant to Section 7 or if for any reason the purchase of the Offered Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 and the respective obligations of the Company and the Underwriters pursuant to Section 6 shall 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 the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (viiv) of Section 5(c5(d), the 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(k) and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (ivSection 6(b)(iv), (v), (vi) or (vii) of Section 5(c), the Company and the Guarantors 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 each Issuer, Parent or its their officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Issuer, 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 the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company Issuers and Parent shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5 and the respective obligations of the Company Issuers and Parent and the Underwriters Purchaser pursuant to Section 6 7 shall 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 the Terms this Agreement pursuant to Section 7 8 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 5(c6(b), the Company Issuers and Parent will reimburse the Underwriters Purchaser for all reasonable 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchasers set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors 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 the Terms this Agreement is terminated pursuant to Section 7 9 or if for any reason the purchase of the Offered Securities by the Underwriters Purchasers is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 4 5 and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchasers pursuant to Section 6 8 shall 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 the Terms this Agreement pursuant to Section 7 9 or the occurrence of any event specified in clause (iii), (iv), (vvi), (vivii) or (viiviii) of Section 5(c7(b), the Company and the Guarantors 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 Company, the Guarantors or its their respective officers and of the several Underwriters Purchaser set forth in or made pursuant to the Terms this Agreement (including the provisions of 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 Company Company, the Guarantors or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Offered SecuritiesNotes and the LLC Interests. If the Terms this Agreement is terminated pursuant to Section 7 8 or if for any reason the purchase of the Offered Securities Notes and the LLC Interests by the Underwriters Purchaser is not consummated, the Company and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 4 5(k) and the respective obligations of the Company Company, the Guarantors and the Underwriters Purchaser pursuant to Section 6 7 shall remain in effect. If the purchase of the Offered Securities Notes and the LLC Interests by the Underwriters Purchaser is not consummated for any reason other than solely because of the termination of the Terms Agreement pursuant to Section 7 or the occurrence of any event specified in clause (iii), (ivSection 6(b)(iv), (v), (vi) or (vii) of Section 5(c), the Company and the Guarantors will reimburse the Underwriters Purchaser 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 and the LLC Interests.