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, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vii) of Section 7(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Shareholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Shareholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Shareholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Shareholder, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will and the Selling Shareholder will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vii) of Section 7(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several UnderwritersParent Guarantor, as and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Parent Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesCertificates. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Certificates by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Parent Guarantor shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Parent Guarantor, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholder or of the Company, Advanta or their respective officers, and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, consummated solely because of the Company shall remain responsible for the expenses Selling Stockholder’s failure to be paid or reimbursed by it perform its obligations pursuant to Section 103 of this Agreement or because the conditions specified in Sections 7(e), 7(h), 7(i) (with respect to the lock-up agreement of the Selling Stockholder) or 7(j) of this Agreement have not been satisfied (each, a “Selling Stockholder Default”), the Selling Stockholder will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 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 this Agreement pursuant to Section 9 hereof or a Selling Stockholder Default, 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, and the respective obligations of the Company, the Selling Stockholder and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Trust and the Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company Trust or Advantathe Company, or any officer officer, trustee or director or controlling person of the Company Trust or Advantathe Company, and shall survive delivery of and payment for the Offered NotesPreferred Securities. If this the Pricing Agreement is shall be terminated pursuant to Section 9 or 7 hereof, neither the Trust nor the Company shall then be under any liability to any Underwriter except as provided in Section 4 and Section 6 hereof; but, if for any other reason the purchase Preferred Securities are not delivered by or on behalf of the Offered Notes by the Underwriters is not consummatedTrust as provided herein, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, Trust and the respective obligations of the Company Company, jointly and the Underwriters pursuant to Section 8 shall remain in effectseverally, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all reasonable out-of-pocket expenses approved in writing by the Representativesexpenses, including fees, expenses fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesPreferred Securities not so delivered, but neither Advanta nor the Trust and the Company shall then be under any no further liability to any Underwriter with respect to such Preferred Securities except as provided in Sections 8 Section 4 and 10 Section 6 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Securityholder, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Securityholder, the Company or any of their respective officers or directors or any controlling person of any Underwriter, or the Company or Advantaperson, or any officer partners, members, employees, selling agents or director or controlling person affiliates of the Company or Advanta, Underwriters and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is shall be terminated pursuant by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to Section 9 comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the purchase Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10Securities, and the respective obligations of the Company Company, the Selling Securityholder and the Underwriters pursuant to Section 8 10 hereof shall remain in effect. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Selling Securityholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Securityholder shall be unable to perform their obligations under this Agreement, the Selling Securityholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Securityholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Notes Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 6 hereof shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta the Manager or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Manager or any of their respective representatives, officers, trustees or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company shall remain responsible will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the expenses to be paid or reimbursed by it pursuant to Section 10offering of the Offered Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of the occurrence or happening of an event described in clauses 7(c)(iii), (iv), (vi), (vii) or (viii) hereof, the Company and the Underwriters shall each agree to pay for 50% of such 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 Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the Subsidiary Guarantors or their respective officers and of the several Underwriters, as Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Notes 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 10, 4 and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters Purchasers pursuant to Section 8 6 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 4 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 97 or as a result of the failure of the condition in Section 5(b) in connection with the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), or (vii) of Section 5(b), the Company will reimburse the Underwriters through the Representatives Purchasers for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several UnderwritersParent Guarantor, as and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Parent Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesClass C Certificates. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Class C Certificates by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Parent Guarantor shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Parent Guarantor, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of the CompanyIssuer, Advanta the MTN Issuer, the Receivables Trustee, the Bank or its respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Issuer, the MTN Issuer, the Receivables Trustee, the Bank or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the purchase of Underwriters the Offered subscription for the Notes by the Underwriters is not consummated, the Company Bank shall remain responsible for the expenses to be paid or reimbursed by it or the Issuer pursuant to Section 10, 5 and the respective obligations of the Company Issuer, the Bank and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If for any reason the purchase of subscription for the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to any event specified in clause (iii), (iv) or (v) of Section 96.3, the Company Bank will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses reasonable fees and disbursements of counsel, counsel and reasonable costs and expenses of printing) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Members Equity Parties, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of the CompanyIssuer, Advanta the MTN Issuer, the Receivables Trustee, the Bank or its respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Issuer, the MTN Issuer, the Receivables Trustee, the Bank or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason other than default by the purchase of Underwriters the Offered subscription for the Notes by the Underwriters is not consummated, the Company Bank shall remain responsible for the expenses to be paid or reimbursed by it or the Issuer pursuant to Section 10, 5 and the respective obligations of the Company Issuer, the Bank and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If for any reason the purchase of subscription for the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to any event specified in clause (iii), (iv) or (v) of Section 96.3, the Company Bank will reimburse the Underwriters through the Representatives for all out-out- of-pocket expenses approved in writing by the Representatives, (including fees, expenses reasonable fees and disbursements of counsel, counsel and reasonable costs and expenses of printing) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or AdvantaCompany, or any officer or director or controlling person of the Company or AdvantaCompany, and shall survive delivery of and payment for the Offered NotesSecurities. If this the Pricing Agreement is shall be terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated7 hereof, the Company shall remain responsible not then be under any liability to any Underwriter except as provided in Section 4 and Section 6 hereof; but, if for the expenses to be paid any other reason Underwriters' Securities are not delivered by or reimbursed by it pursuant to Section 10, and the respective obligations on behalf of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9as provided herein, the Company will reimburse the Underwriters through the Representatives for all reasonable out-of-pocket expenses approved in writing by the Representativesexpenses, including fees, expenses fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesUnderwriters' Securities, but neither Advanta nor the Company shall then be under any no further liability to any Underwriter with respect to the Securities except as provided in Sections 8 Section 4 and 10 Section 6 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of an Underwriter, the Company or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vii) of Section 7(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of Sunoco, of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated for any reason other than (a) any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 8(c) and 8(k) of this Agreement or (b) because of the termination of this Agreement pursuant to Section 10 hereof, the Company shall remain responsible and Sunoco, jointly and severally, will reimburse the Underwriters for the all out-of-pocket expenses to be paid or reimbursed (including fees and disbursements of counsel) reasonably incurred by it pursuant to Section 10in connection with the offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 10 hereof and the obligations of the Company and the Selling Stockholder pursuant to Section 11 shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Individual Selling Stockholders, of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, any Individual Selling Stockholders, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Company, the Selling Stockholders and the Individual Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholders, the Individual Selling Stockholders and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (v), (vi) or (vii) of Section 6(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered NotesSecurities. If the purchase of the Offered Securities by the Underwriters is not consummated because of the termination of this Agreement because of the occurrence of any event specified in clause (iii), but neither Advanta nor (v), (vi) or (vii) of Section 6(c), the Company shall then be under any further liability will reimburse the Underwriters for 50% of the cost of the private airplane fees paid by the Underwriters pursuant to any Underwriter except as provided in Sections 8 and 10 hereofSection 5(a)(iii).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Transaction Entities or its respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Transaction Entities or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 4 and Section 8 and the respective obligations of the Company Transaction Entities and the Underwriters pursuant to Section 8 6 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 1 and all obligations under Section 5 4 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 97 or the occurrence of any event specified in Sections 5.C(2), 5.C(3), 5.C(5), 5.C(6), or 5.C(7), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Hydro-Québec and the several Underwriters, as Guarantor and their representatives and of each Underwriter set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, Agreement shall remain in full force and effect, effect regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, Hydro-Québec or the Guarantor or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesDesignated Securities. If this any Terms Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Designated Securities by the Underwriters is not consummated, the Company Hydro-Québec shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 6 and the respective obligations of Hydro-Québec and the Company Guarantor and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase sale of none of the Offered Notes by Designated Securities provided for in a Terms Agreement is consummated because any condition to the Underwriters Underwriters’ obligations hereunder is not consummated for any reason other than solely satisfied or because of any refusal, inability or failure on the termination part of this Agreement pursuant Hydro-Québec or the Guarantor to Section 9perform any agreement herein or therein or comply with any provision hereof or thereof, the Company Hydro-Québec will reimburse the Underwriters through the Representatives upon demand for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, reasonably ) that shall have been incurred by the Underwriters in making preparations directly related to the proposed purchase and sale of the Designated Securities, the Underwriters agreeing to pay such fees and disbursements of counsel for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under Underwriters in any further liability to any Underwriter except as provided in Sections 8 and 10 hereofother event.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Infineon and their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, Infineon or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 911 hereof or, notwithstanding the performance by the Company of its obligations under Sections 8(b)(i)-(iii), due to a failure by the Representatives to execute and deliver the Pricing Agreement on behalf of the several Underwriters in accordance with Section 4(c), the Company and the Infineon will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by accordance with Section 6(A)(i) and the Representativesrespective obligations of the Company, including fees, expenses Infineon and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for pursuant to Section 10 hereof and the purchase, sale and delivery obligations of the Company pursuant to Section 12 hereof shall remain in effect. In addition, if any Offered NotesSecurities have been purchased hereunder, but neither Advanta nor the Company representations and warranties in Section 2 and all obligations under Section 6 shall then be under any further liability to any Underwriter except as provided also remain in Sections 8 and 10 hereofeffect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta the Operating Partnership, the Manager or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Operating Partnership, the Manager or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 hereof, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered NotesSecurities, but neither Advanta nor and the respective obligations of the Company and the Operating Partnership, on the one hand, and the Underwriters, on the other hand, pursuant to Section 7 hereof shall then remain in effect. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 4 shall also remain in effect. That certain letter agreement dated January 7, 2016, between Wxxxxxxxxx Securities, Inc. and Global Medical REIT, Inc., as it may be under any further liability amended from time to any Underwriter time, shall survive the execution, delivery, performance and termination of this Agreement (except as otherwise provided therein), and the Company agrees to the appointment of Wxxxxxxxxx Securities, Inc. contained in Sections 8 and 10 hereofSection 2 thereof.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, Advanta Hovnanian and the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the officers or any controlling person directors of any Underwriter, or any person controlling any Underwriter, the Company or AdvantaHovnanian, the officers or any officer or director or controlling person directors of the Company or AdvantaHovnanian or any person controlling the Company or Hovnanian, and shall survive delivery (ii) acceptance of and payment for the Offered NotesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities are not delivered by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations on behalf of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 97(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (iv) or (vii)), the Company will and Hovnanian, jointly and severally, agree to reimburse the several Underwriters through the Representatives for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of counsel, reasonably ) incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in making preparations for the purchaseconnection with enforcing their rights hereunder (including, sale and delivery of the Offered Noteswithout limitation, but neither Advanta nor the Company shall then be their rights under any further liability to any Underwriter except as provided in Sections Section 8 and 10 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySeller, Advanta the Servicer or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Servicer or any controlling person of any Underwritertheir respective representatives, officers, managers or the Company or Advanta, directors or any officer or director or controlling person of the Company or AdvantaControl Person, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 10 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Seller and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 910, the Company Seller will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes. The provisions of Section 5(h), but neither Advanta nor Section 8, Section 11, Section 13, Section 16 and Section 18 shall survive the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereoftermination or cancellation of this Agreement.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties warranties, and other statements of the Company, Advanta the Co-Obligor and of the several Underwriters, as Notes Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Notes Underwriter or any controlling person of any Underwriter, or the Company or Advanta, the Co-Obligor or any officer of their respective officers or director respective directors or any controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 Article VII hereof or if for any reason the purchase of the Offered Notes by the Notes Underwriters pursuant to this Agreement is not consummated, the Company and the Co-Obligor shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, Article IV hereof and the respective obligations of the Company and the Co-Obligor and the Notes Underwriters pursuant to Section 8 Article VI hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If for any reason, the purchase of the Offered Notes by the Notes Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Article VII or the occurrence of any event specified in clause (C), (D), (E) or (F) of Section 95.03, the Company and the Co-Obligor will reimburse the Notes Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, reasonably ) incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Securityholders, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Securityholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Securityholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Securityholders and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c), the Company will and the Selling Securityholders will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Firm Securities or the Optional Securities by the Underwriters is not consummatedconsummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, or due to the occurrence of any event described under Sections 7(c)(iii), (v), (vi) or (vii) hereof, the Company shall remain responsible for will reimburse the Underwriters for, with respect to the failure to consummate the purchase of the Firm Securities and any Optional Securities give written election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Firm Securities and such Optional Securities, or with respect to be paid or reimbursed the failure to consummate any other purchases of Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by it pursuant to Section 10them after the most recent Closing Date in connection with the Offering of such Optional Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Issuers or their respective officers and of the several Underwriters, as Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Purchaser, its affiliates, the Issuers or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated, the Company Issuers shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Issuers and the Underwriters Purchasers pursuant to Section 8 7 shall remain in effect, effect and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect; provided, that if this Agreement is terminated pursuant to Section 8 hereof, the Issuers shall not be obligated to reimburse any defaulting Purchaser on account of any expenses that otherwise would have been reimbursed hereunder. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), the Company Issuers will reimburse the Underwriters through the Representatives Purchasers for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company[, Advanta the Subsidiary Guarantors] or [its] [their respective] officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company[, the Subsidiary Guarantors] or any of [its] [their] respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company [and the Subsidiary Guarantors] shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company[, the Subsidiary Guarantors] and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company [and the Subsidiary Guarantors] will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, Advanta Hovnanian and the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the officers or any controlling person directors of any Underwriter, or any person controlling any Underwriter, the Company or AdvantaHovnanian, the officers or any officer or director or controlling person directors of the Company or AdvantaHovnanian or any person controlling the Company or Hovnanian, and shall survive delivery (ii) acceptance of and payment for the Offered NotesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities are not delivered by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations on behalf of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 97(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (vi) or (vii), the Company will and Hovnanian, jointly and severally, agree to reimburse the several Underwriters through the Representatives for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of counsel, reasonably ) incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(i) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in making preparations for the purchaseconnection with enforcing their rights hereunder (including, sale and delivery of the Offered Noteswithout limitation, but neither Advanta nor the Company shall then be their rights under any further liability to any Underwriter except as provided in Sections Section 8 and 10 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyXx.Xxxxxx Parties, Advanta the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Xx.Xxxxxx Parties, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A-1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated, the Company each Xx.Xxxxxx Party, severally in respect of itself, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of such St. Xxxxxx Party, the Company Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A-1 Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), the Company (iv), (v) or (vi) of Section 6(b), each Xx.Xxxxxx Party, severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A-1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta CPE LLC or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, CPE LLC or any of their respective representatives, officers or directors or any controlling person person, and, subject to all applicable statute of any Underwriterlimitations, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated for any reason (a) other than any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c) of this Agreement or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Company shall remain responsible and CPE LLC will jointly and severally reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities other than out-of-pocket expenses to separately agreed between the Company and the Representatives that will not be paid or reimbursed by it pursuant to Section 10reimbursable, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders or their officers (if applicable), Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the --------- Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective --------- obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have --------- been purchased hereunder, hereunder the representations and warranties in Section 2 and all --------- obligations under Section 5 shall also remain in effect; provided, however, that --------- the obligations of the Company in Sections 5 and 7 shall not affect any rights ---------- - of the Company against any defaulting Underwriter. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket ------------ expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain 26 27 in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Company or its officers and of the several Underwriters, as Underwriter set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriter, any Underwriter Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters Underwriter pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(d), the Company will reimburse the Underwriters through the Representatives Underwriter for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the Subsidiary Guarantors or their respective officers and of the several Underwriters, as Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Purchaser, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 7 or if for any reason the purchase of the Offered Notes 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 10, 4 and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters Purchasers pursuant to Section 8 6 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 4 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 97 or as a result of the failure of the condition in Section 6(b) in connection with the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi), or (vii) of Section 6(b), the Company will reimburse the Underwriters through the Representatives Purchasers for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties warrants and other statements of the Company, Advanta CFUSA and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or AdvantaCFUSA, or any officer or director or controlling person of the Company or AdvantaCFUSA, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105(m), and the respective obligations of the Company and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clauses (iii) through (vii) of Section 6(l) hereof, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses reasonable fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any no further liability to any Underwriter except as provided in Sections 8 5(m) and 10 7 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta UCAR Carbon, UCAR International or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, UCAR Carbon, UCAR International or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Company, UCAR Carbon and UCAR International shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, UCAR Carbon, UCAR International and the Underwriters pursuant to Section 8 7 and the 22 23 obligations of the Company, UCAR Carbon and UCAR International pursuant to Section 9 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will Company, UCAR Carbon and UCAR International will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Firm Securities or the Optional Securities by the Underwriters is not consummatedconsummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof or due to the occurrence of any event described under Sections 7(c)(iii), (iv), (vi), (vii) or (viii) hereof, the Company shall remain responsible for will reimburse the Underwriters for, with respect to the failure to consummate the purchase of the Firm Securities and any Optional Securities the Representatives give written notice of election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Firm Securities and such Optional Securities, or with respect to be paid or reimbursed the failure to consummate any other purchase of Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel) reasonably incurred by it pursuant to Section 10them after the most recent Closing Date in connection with the offering of such Optional Securities, and the respective obligations of the Company and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several Underwriters, as Guarantor and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or Without limiting the immediately following sentence, if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof (other than any reimbursement of out-of-pocket expenses of the Underwriters) and the respective obligations of the Company Company, the Guarantor and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Guarantor shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Guarantor, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The Subject to the last sentence of this Section, the respective indemnities, agreements, representations, warranties and other statements of the CompanyCDRJ, Advanta each Issuer, each Guarantor or their officers and of the several Underwriters, as Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Purchaser, CDRJ, Issuer, Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated, the Company Issuers and Guarantors shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Issuers and Guarantors and the Underwriters Purchasers pursuant to Section 8 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in Section 6(b) or the failure of the Senior Secured Credit Facilities to close on or prior to the Closing Date (unless such failure of the Senior Secured Credit Facilities to close results from the fault of the Company), the Company Issuers and Guarantors will reimburse the Underwriters through the Representatives Purchasers for all reasonable out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered NotesSecurities. The Purchasers agree that from and after the Closing Date and the consummation of the Reorganization, but neither Advanta nor the Company CDRJ and its officers, directors and shareholders shall then be under not have any further liability to any Underwriter except the Purchasers pursuant to this Agreement or otherwise resulting from or in connection with the transactions contemplated hereby; provided that, with respect to the officers, directors and shareholders of CDRJ, the foregoing limitation shall apply solely in their capacity as provided in Sections 8 and 10 hereofofficers, directors or shareholders of CDRJ.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Series Obligors and ABS or their officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall the Underwriting Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Series Obligors and ABS or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this the Underwriting Agreement is terminated pursuant to Section 9 terminated, or if for any reason other than default by the Underwriters the purchase of the Offered Notes by the Underwriters is not consummated, the Company Series Obligors and ABS shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 6 and the respective obligations of the Company Series Obligors and ABS and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If for any reason the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination occurrence of any event specified in clause (iii), (iv) or (v) of Section 7(c) or because of the failure of the Underwriters to comply with the terms of this Agreement pursuant to Section 9Underwriting Agreement, the Company Series Obligors and ABS will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved (including ________ and ________ to the extent set forth in writing by the Representatives, including fees, expenses and disbursements of counsel, Section 6(h)) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta CFUSA and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or AdvantaCFUSA, or any officer or director or controlling person of the Company or AdvantaCFUSA, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105(l), and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clauses (iii) through (vii) of Section 6(l) hereof, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses reasonable fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any no further liability to any Underwriter except as provided in Sections 5(l) and 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Bank or its officers and of the several Underwriters, as Underwriter set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriter, the Selling Stockholder, the Bank or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated, the Company Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Bank, the Selling Stockholder, and the Underwriters Underwriter pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(e), the Company Selling Stockholder will reimburse the Underwriters through the Representatives Underwriter for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by it in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 109, and the respective obligations of the Company and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any no further liability to any Underwriter except as provided in Sections 8 7 and 10 9 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySeller, Advanta the Servicer or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Servicer or any controlling person of any Underwritertheir respective representatives, officers or the Company or Advanta, directors or any officer or director or controlling person of the Company or AdvantaControl Person, and shall will survive delivery of and payment for the Offered Underwritten Notes. If this Agreement is terminated pursuant to Section 9 10 or if for any reason the purchase of the Offered Underwritten Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Seller and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 910, the Company Seller will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Underwritten Notes. The provisions of Section 5(h), but neither Advanta nor Section 8, Section 11, Section 13, Section 16 and Section 18 shall survive the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.termination or cancellation of this Agreement

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 7 shall remain in effect, effect and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided Securities in Sections 8 and 10 hereofexcess of $250,000.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A1 Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Members Equity Parties, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A1 Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Unitholder, Advanta of the Dynagas Parties, or their officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Unitholder, the Dynagas Parties or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesUnits. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Units by the Underwriters is not consummatedconsummated for any reason other than (a) any event specified in clause (iii), (vi), (vii) or (viii) of Section 7(c) of this Agreement, or (b) because of the Company shall remain responsible for the expenses to be paid or reimbursed by it termination of this Agreement pursuant to Section 109 hereof, the Dynagas Parties and the Selling Unitholder will, jointly and severally, 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 Units, and the respective obligations of the Company Dynagas Parties, the Selling Unitholder and the Underwriters pursuant to Section 8 hereof and the obligations of the Dynagas Parties, the Selling Stockholder pursuant to Section 10 shall remain in effect. In addition, and if any Offered Notes Units 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyIssuer, Advanta MergerCo and the Guarantors or any of their officers and of the several Underwriters, as Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Initial Purchaser, the Issuer, any Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 Sections 8 or 10, or if for any reason the purchase of the Offered Notes Securities by the Underwriters Initial Purchasers is not consummated, the Company Issuer and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Issuer and the Underwriters Guarantors and the Initial Purchasers pursuant to Section 8 7 shall remain in effect; if any Offered Securities have been purchased hereunder, the Issuer and the Guarantors shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuer and the Guarantors and the Initial Purchasers pursuant to Section 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all other obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in Section 6(b)(ii) (whether pursuant to Section 10 or otherwise), the Company Issuer and the Guarantors will reimburse the Underwriters through the Representatives Initial Purchasers for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta the Selling Shareholders, the Manager or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, any Selling Shareholder, the Manager or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9 hereof, the Company shall remain responsible will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the expenses to be paid or reimbursed by it pursuant to Section 10offering of the Offered Securities, and the respective obligations of the Company Company, the Selling Shareholders and the Underwriters pursuant to Section 8 hereof shall remain in effect; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of the occurrence or happening of an event described in clauses 7(c)(iii), (iv), (vi), (vii) or (viii) hereof, the Company and the Underwriters shall each agree to pay for 50% of such 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 Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder, and the Underwriters pursuant to Section 8 7 shall remain in effect; if any Offered Securities have been purchased hereunder, the Company and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Company, the Selling Stockholder, and the Underwriters pursuant to Section 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all other obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(d), the Company will and the Selling Stockholder will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Company or its officers and of the several Underwriters, as Underwriter set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriter, any Underwriter Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummatedconsummated (a) as a result of the Selling Stockholders failing to tender the Offered Securities for delivery to the Underwriter or otherwise failing to meet their obligations under Section 7 of this Agreement, then the Selling Stockholders will, jointly and severally, reimburse the Underwriter 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 (the “Permitted Expenses”) and (b) for any reason other than (i) as set forth in (a) above, then the Company shall remain responsible will reimburse the Underwriter for the expenses to be paid or reimbursed by it pursuant to Section 10Permitted Expenses, and in each case the respective obligations of the Company Company, the Selling Stockholders and the Underwriters Underwriter pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholders, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect; provided, however, nothing contained in this Section 9 shall prohibit the Company from seeking damages against a defaulting underwriter causing a termination pursuant to Section 8 hereof. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company and the Selling Stockholders will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Company or its officers, of the Underwriter and the several Underwriters, as of CSI set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriter, CSI, any Underwriter Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase sale of the Offered Notes by the Underwriters Securities provided for herein is not consummated, consummated because any condition to the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties Underwriter or CSI set forth in Section 2 and all obligations under Section 5 shall also remain in effect. If 6 hereof is not satisfied or because of any refusal, inability or failure on the purchase part of the Offered Notes Company or any Selling Stockholder to perform any agreement herein or comply with any provision hereof other than by reason of a default by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9Underwriter or CSI, the Company will reimburse the Underwriters through the Representatives Underwriter and CSI on demand for all reasonable and properly documented out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses reasonable fees and disbursements of counsel, reasonably ) that shall have been incurred by them in connection with the Underwriters in making preparations for the purchase, proposed purchase and sale and delivery of the Hedge Securities. If the Company is required to make any payments to the Underwriter or CSI under this Section 8 because of any Selling Stockholder’s refusal, inability or failure to satisfy any condition to the obligations of the Underwriter and CSI set forth in Section 6 (except to the extent caused by the Company’s failure to deliver the Offered NotesSecurities on the Closing Date), but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofreimbursed on demand for all amounts so paid by such breaching Selling Stockholder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several Underwriters, as Subsidiary Guarantors and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Subsidiary Guarantors or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or Without limiting the immediately following sentence, if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof (other than any reimbursement of out-of-pocket expenses of the Underwriters) and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Subsidiary Guarantors to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Subsidiary Guarantors shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Subsidiary Guarantors, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, Advanta of the Selling Stockholders and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall the applicable Terms Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Company, any Underwriter Selling Stockholder or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated pursuant to the applicable Terms Agreement (otherwise than pursuant to clause (ii), (iii) or (iv) of Section 7(b) or Section 9 hereto), the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5(j) hereto and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 8 hereto shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section Sections 1 and 2 and all obligations under Section Sections 5 and 6 hereto shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination occurrence of this Agreement pursuant to any event specified in clause (ii), (iii) or (iv) of Section 97(b), the Company will reimburse the Underwriters through the Representatives for all out-of-of- pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company Selling Stockholder will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c), the Company and the Selling Stockholder will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta Perpetual, the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, Perpetual, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A1 Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Manager, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A1 Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Stockholders, of the Company, Advanta NCM LLC or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company, NCM LLC or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and NCM LLC shall remain jointly and severally responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Selling Stockholders, the Company, NCM LLC and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (iii), (iv), (v), (vi) or (vii) of Section 7(c), the Company and NCM LLC will jointly and severally reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses reasonable fees and disbursements of their outside counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Companyseveral Selling Stockholders, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors, partners, members, or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholders (as applicable) shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholders, and the Underwriters pursuant to Section 8 7 and the obligations of the Company pursuant to Section 9 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the Subsidiary Guarantors or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or as a result of the failure of the condition in Section 7(iii) in connection with the occurrence of any event specified in clause (iii), (iv) (other than any suspension of trading of any securities of the Company on any exchange or in the over-the-counter market), (v), (vi) or (vii) of Section 7(iii), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyIssuer, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to the Terms Agreement (including the provisions of this Agreement, shall ) will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Issuer, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase sale of the Offered Notes by the Underwriters Securities provided for herein is not consummated, consummated because any condition to the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties set forth in Section 2 and all obligations under Section 5 shall also remain in effect. If hereof is not satisfied or because of any refusal, inability or failure on the purchase part of the Offered Notes by Company and/or the Underwriters is not consummated for Issuer to perform any reason agreement herein or comply with any provision hereof other than solely because by reason of a default by any of the termination of this Agreement pursuant to Section 9Underwriters, the Company will reimburse the Underwriters through the Representatives severally upon demand for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses reasonable fees and disbursements of counsel) that shall have been incurred by them in connection with the proposed purchase and sale of the Offered Securities. If the sale of the Offered Securities provided for herein is not consummated because a default by an Underwriter under Section 7 hereof, reasonably the Underwriters will reimburse the Company in proportion to their respective commitments under the Terms Agreement for all out-of-pocket expenses (including reasonable fees and disbursements of counsel) that shall have been incurred by the Underwriters Company in making preparations for connection with the purchase, proposed purchase and sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder and the Underwriters pursuant to Section 8 7 shall remain in effect, effect and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (C), (D) or (E) of Section 6(c)(ii), the Company Selling Stockholder will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery Offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta the Company or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Selling Stockholder, the Company or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effectShares. If the purchase of the Offered Notes Shares by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 hereof, then (a) if the failure to consummate the purchase of the shares hereunder is the result of or caused by the Company’s breach of any of its representations, warranties or agreements under this Agreement, then the Company will agrees to reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses reasonably documented fees and disbursements of counsel, counsel not to exceed $150,000 in the aggregate) reasonably incurred by them in connection with the offering of the Shares or (b) if the failure to consummate the purchase of the shares hereunder is the result of or caused by the Selling Stockholder’s breach of any of its representations, warranties or agreements under this Agreement, then the Selling Stockholder agrees to reimburse the Underwriters for all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel not to exceed $150,000 in making preparations for the purchase, sale and delivery aggregate) reasonably incurred by them in connection with the offering of the Offered NotesShares; and the respective obligations of the Company, but neither Advanta nor the Company Selling Stockholder and the Underwriters pursuant to Sections 4(h) and 7 hereof shall then be remain in effect. In addition, if any Shares have been purchased hereunder, the representations and warranties in Section 1 and all obligations under any further liability to any Underwriter except as provided Sections 4 and 7 shall also remain in Sections 8 and 10 hereofeffect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 109, and the respective obligations of the Company and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes 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 Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 7 and 10 9 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyXx.Xxxxxx Parties, Advanta the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Xx.Xxxxxx Parties, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A-1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated, the Company each Xx.Xxxxxx Party, severally in respect of itself, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of such Xx.Xxxxxx Party, the Company Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A-1 Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), the Company (iv), (v), (vi) or (vii) of Section 6(b), each Xx.Xxxxxx Party, severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A-1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the Underwriters and the several Underwriters, as Forward Seller set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriters, the Company, the Forward Purchaser, the Forward Seller or any Underwriter of their respective representatives, officers or trustees or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason reason, other than solely because of the termination occurrence of this Agreement pursuant to any event specified in clause (iii), (iv) or (v) of Section 96(c), the Company will reimburse the Underwriters through Underwriters, the Representatives Forward Purchaser and the Forward Seller for all out-of-pocket expenses approved reasonably incurred by them in writing by connection with the Representativesoffering of the Offered Securities, including fees, expenses but not limited to fees and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchaseprinting expenses, sale travel expenses, postage, facsimile and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereoftelephone charges.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several Underwriters, as Parent Guarantor and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Parent Guarantor or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesCertificates. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Certificates by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof (other than any reimbursement of out-of-pocket expenses (including reasonable fees and disbursements of counsel) of the Underwriters) and the respective obligations of the Company and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Parent Guarantor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Parent Guarantor shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Parent Guarantor, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several UnderwritersUnderwriter, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any the Underwriter or any controlling person of any the Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters Underwriter is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters Underwriter is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters Underwriter through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters Underwriter in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any the Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta the Company and BII Australia or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Company, BII Australia and the Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, BII Australia, the Selling Stockholder and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (ii), (iii) or (iv) of Section 6(d), the Company will Company, BII Australia and the Selling Stockholder will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholder shall remain responsible for the respective expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated due to the occurrence of any event specified in clause (i) of Section 6(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. If the purchase of the Offered Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (i), (ii), (iii) or (iv) of Section 6(c), the Company Selling Stockholder will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Company or its officers, of the Manager and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company, the Manager or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5(h) and Section 5(i) and the respective obligations of the Company and the Selling Stockholders, and the Underwriters pursuant to Section 8 and the obligations of the Company and the Selling Stockholders pursuant to Section 10 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because as a result of the termination failure of this Agreement pursuant any condition specified in Section 7 hereof, (except for (x) the occurrence of any event specified in clauses (ii), (iii), (v), (vi) or (vii) of Section 7(c) or (y) the conditions set forth in Section 7(h) provided, that the failure to satisfy the conditions set forth in Section 97(h) is not the result of any direct or indirect action or inaction by the Company or the Manager), the Company will and the Selling Stockholders will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriter set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of the Underwriter, the Company or any Underwriter of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters Underwriter is not consummatedconsummated for any reason other than solely because of the termination of this Agreement due to the occurrence of any event described under Sections 7(c) (iii), (v), (vi) or (vii) hereof, the Company shall remain responsible for will reimburse the Underwriter for, with respect to the failure to consummate the purchase of the Offered Securities on written election to purchase upon the First Closing Date, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel, subject to be paid the limitations set forth in Section 5(h) hereof) reasonably incurred by them in connection with the offering of the Offered Securities, or reimbursed with respect to the failure to consummate any other purchases of Optional Securities on written election to purchase such Optional Securities, all out-of-pocket expenses (including reasonably documented fees and disbursements of counsel, subject to the limitations set forth in Section 5(h) hereof) reasonably incurred by it pursuant to Section 10them after the most recent Closing Date in connection with the Offering of such Optional Securities, and the respective obligations of the Company and the Underwriters Underwriter pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, Advanta the Selling Stockholders and the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, any Selling Stockholder or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholders and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Shareholders, Advanta of the Companies or their officers and of the several Underwriters, as International Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter International Underwriter, any of the Selling Shareholders, the Companies or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesUnits (including Units in the form of GDSs). If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Units (including Units in the form of GDSs) by the International Underwriters is not consummated, the Company Selling Shareholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Companies, the Selling Shareholders, and the International Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Units (including Units in the form of GDSs) have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Units (including Units in the form of GDSs) by the International Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (i), (ii) (iii), (iv), (v), (vi), (vii) or (viii)of Section 6(d), the Company will Selling Shareholders will, jointly and severally, reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor Units (including Units in the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofform of GDSs).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySt.George Parties, Advanta and the Issuer Trustee or their respective officexx xxx xx the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the St.George Parties, the Issuer Trustee or any of their respective xxxxxxxxtatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A-1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated, the Company each St.George Party, severally in respect of itself, shall remain responsible rexxxxxxxxx for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of such St.George Party, the Company Issuer Trustee and the Underwriters pursuant to Section 8 pursuanx xx Xxxxion 7 shall remain in effect, and if any Offered Class A-1 Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 6 shall also remain in effect. If the purchase of the Offered Class A-1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), the Company (iv), (v), (vi) or (vii) of Section 6(b), each St.George Party, severally, will reimburse the Underwriters through the Representatives for all outxxx xxx-ofxf-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A-1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, contribution agreements, representations, warranties and other statements of the Company, Advanta Hovnanian and the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, Agreement shall remain operative and in full force and effect, and will survive delivery of and payment for the Securities, regardless of (i) any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the officers or any controlling person directors of any Underwriter, or any person controlling any Underwriter, the Company or AdvantaHovnanian, the officers or any officer or director or controlling person directors of the Company or AdvantaHovnanian or any person controlling the Company or Hovnanian, and shall survive delivery (ii) acceptance of and payment for the Offered NotesSecurities hereunder and (iii) termination of this Agreement. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities are not delivered by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations on behalf of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason as provided herein (other than solely because as a result of the any termination of this Agreement pursuant to Section 96(c)(iii), (iv) (only to the extent there is a material suspension or material limitation of trading of securities generally on the New York Stock Exchange or any setting of minimum prices for trading on such exchange), (v), (iv) or (vii), the Company will and Hovnanian, jointly and severally, agree to reimburse the several Underwriters through the Representatives for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of counsel, reasonably ) incurred by them. Notwithstanding any termination of this Agreement, the Company and Hovnanian, jointly and severally, shall be liable for all expenses which they have agreed to pay pursuant to Section 5(h) hereof. The Company and Hovnanian, jointly and severally, also agree to reimburse the several Underwriters, their directors and officers and any persons controlling any of the Underwriters for any and all fees and expenses (including, without limitation, the fees disbursements of counsel) incurred by them in making preparations for the purchaseconnection with enforcing their rights hereunder (including, sale and delivery of the Offered Noteswithout limitation, but neither Advanta nor the Company shall then be their rights under any further liability to any Underwriter except as provided in Sections 8 and 10 Section 7 hereof).

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A1 Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 5 and the respective obligations of the Company Members Equity Parties, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A1 Notes have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 and the representations and warranties in Section 2 shall remain in effect, and if any Offered Notes Securities have been purchased hereunderpurchased, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered NotesSecurities, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of each of the Company, Advanta Issuers or its officers and of the several Underwriters, as Initial Purchasers set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Initial Purchaser, the Issuers or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 Sections 8 or 10, or if for any reason the purchase of the Offered Notes Securities by the Underwriters Initial Purchasers is not consummated, the Company Issuers shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company Issuers and the Underwriters Initial Purchasers pursuant to Section 8 7 shall remain in effect; if any Offered Securities have been purchased hereunder, the Issuers shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuers and the Purchasers pursuant to Section 7 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all other obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Initial Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in Section 6(b)(ii) (whether pursuant to Section 10 or otherwise), the Company will reimburse the Underwriters through the Representatives Initial Purchasers for all out-of-of- pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholder, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the selling Stockholder, the Company or any of their respective Representative, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Selling Stockholder shall remain responsible for the expenses to be paid or reimbursed by it him pursuant to Section 10, 5 and the respective obligations of the Company Company, the Selling Stockholder, and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c), the Company Selling Stockholder will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives Representative for all out-of-pocket expenses approved in writing by the RepresentativesRepresentative, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company and the several Underwriters, as Subsidiary Guarantors and their officers and of the Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (termination of this Agreement, any investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Subsidiary Guarantors or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or Without limiting the immediately following sentence, if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 10 hereof and the respective obligations of the Company Company, the Subsidiary Guarantors and the Underwriters pursuant to Section 8 6 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If this Agreement shall be terminated by the purchase Underwriters, or any of them, because of any failure or refusal on the part of the Offered Notes by Company or the Underwriters is not consummated Subsidiary Guarantors to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason other than solely because of the termination of Company or the Subsidiary Guarantors shall be unable to perform its obligations under this Agreement pursuant to Section 9Agreement, the Company and the Subsidiary Guarantors, jointly and severally, will reimburse the Underwriters through the Representatives or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses approved in writing by (including the Representatives, including fees, expenses fees and disbursements of their counsel, ) reasonably incurred by the such Underwriters in making preparations for connection with this Agreement or the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofoffering contemplated hereunder.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Seller and Fleetwood Credit or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Seller, Fleetwood Credit or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company Seller and Fleetwood Credit shall remain responsible for the expenses to be paid or reimbursed by it the Seller and Fleetwood Credit pursuant to Section 10, 5(i) hereof and the respective obligations of the Company Seller, Fleetwood Credit and the Underwriters pursuant to Section 8 7 hereof shall remain in effect, . The indemnification and if any Offered Notes have been purchased hereunder, the representations and warranties contribution agreements contained in Section 2 7 hereof shall survive the termination and all obligations under Section 5 shall also remain in effectcancellation of this Agreement. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason (other than solely because by reason of the termination of this Agreement pursuant because of a failure to satisfy the conditions set forth in items (iii), (iv) or (v) of Section 99 hereof), the Company purchase of the Securities by the Underwriters is not consummated, the Seller and Fleetwood Credit will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta the Manager or their respective officers, of each Selling Shareholder or its respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Company, the Manager, any Selling Shareholder or any of their respective representatives, officers, trustees or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Notes. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effectSecurities. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 911 hereof, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered NotesSecurities with the exception of the termination of this Agreement pursuant to the failure of the Selling Shareholders to perform their obligations under Sections 9(j), but neither Advanta nor 9(k) and 9(l), in which case the Company Selling Shareholders, jointly and severally, will reimburse the Underwriters for all such out-of-pocket expenses, and furthermore the respective obligations of the Company, each Selling Shareholder and the Underwriters pursuant to Section 10 hereof shall then remain in effect; provided, however, that if the purchase of the Offered Securities by the Underwriters is not consummated as a result of the occurrence or happening of an event described in Section 9(c)(iii), (iv), (vi), (vii) or (viii), such termination shall be under without liability of any further liability party to any Underwriter the other except as provided in Section 6(h) hereof. In addition, if any Offered Securities have been purchased hereunder, the representations and warranties in Sections 2 and 3 and all obligations under Sections 6 and 8 and 10 hereofshall also remain in effect.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Stockholders, Advanta of the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10, 6 and the respective obligations of the Company Company, the Selling Stockholders, and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 3 and all obligations under Section 5 6 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company Selling Stockholders will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor Securities; provided that the Company shall then be under any further liability will instead reimburse the Underwriters for such out-of-pocket expenses if this Agreement is terminated (other than pursuant to any Underwriter except Section 9) solely as provided in Sections 8 and 10 hereofa result of an act or failure to act on the part of the Company or the failure of the Company to satisfy a condition hereto.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyCompany or its officers, Advanta the Selling Stockholders and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Stockholder, the Company or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company and the Selling Stockholders shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Notes Securities have been purchased hereunder, hereunder the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 6(d), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Securityholder, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Securityholder, the Company or any of their respective officers or directors or any controlling person of any Underwriter, or the Company or Advantaperson, or any officer partners, members, employees, selling agents or director or controlling person affiliates of the Company or Advanta, Underwriters and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is shall be terminated pursuant by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to Section 9 comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the purchase Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10Securities, and the respective obligations of the Company Company, the Selling Securityholders and the Underwriters pursuant to Section 8 10 hereof shall remain in effect. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Selling Securityholders to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Securityholders shall be unable to perform their obligations under this Agreement, the Selling Securityholders will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Securityholders and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Notes Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 6 hereof shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of [the Company, Advanta Trust,] the Seller and Onyx or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, [the Trust,] the Seller, Onyx or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 8 hereof or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, [the Company Trust,] the Seller and Onyx shall remain responsible for the expenses to be paid or reimbursed by it [the Trust,] the Seller and Onyx pursuant to Section 10, 5(h) hereof and the respective obligations of [the Company Trust,] the Seller, Onyx and the Underwriters pursuant to Section 8 7 hereof shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 hereof or the occurrence of any event specified in clause (iii), (iv) or (v) of Section 6(c) hereof, [the Company Trust,] the Seller and Onyx will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by it in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Company, Advanta Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Issuers or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it them pursuant to Section 10, 5 and the respective obligations of the Company and the Underwriters pursuant to Section 8 shall remain in effect, and ; if any Offered Notes Securities have been purchased hereunder, the Issuers shall remain responsible for the expenses to be paid or reimbursed by them pursuant to Section 5 and the respective obligations of the Issuers and the Purchasers pursuant to Section 8 shall remain in effect, and the representations and warranties in Section 2 and all other obligations under Section 5 shall also remain in effect. If the purchase of the Offered Notes Securities by the Underwriters Purchasers is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 99 or the occurrence of any event specified in clause (C), (D) or (E) of Section 7(b), the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereofSecurities.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta Perpetual, the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, Perpetual, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A[ ] Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A[ ] Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Members Equity Parties, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A[ ] Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A[ ] Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A[ ] Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanyMembers Equity Parties, Advanta Perpetual, the Issuer Trustee or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Members Equity Parties, Perpetual, the Issuer Trustee or any of their respective representatives, officers or directors or any controlling person of any Underwriter, or the Company or Advanta, or any officer or director or controlling person of the Company or Advantaperson, and shall will survive delivery of and payment for the Offered Class A1 Notes. If this Agreement is terminated pursuant to Section 9 8 or if for any reason the purchase of the Offered Class A1 Notes by the Underwriters is not consummated, each of the Company Members Equity Parties, jointly and severally, shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Members Equity Parties, the Issuer Trustee and the Underwriters pursuant to Section 8 7 shall remain in effect, and if any Offered Class A1 Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Class A1 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 98 or the occurrence of any event specified in clause (iii), (iv), (v) or (vi) of Section 6(b), the Company Members Equity Parties, jointly and severally, will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Class A1 Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Selling Shareholders, the Company, Advanta CPE Resources or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, any Selling Shareholder, the Company, CPE Resources or any of their respective representatives, officers or directors or any controlling person person, and, subject to all applicable statute of any Underwriterlimitations, or the Company or Advanta, or any officer or director or controlling person of the Company or Advanta, and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is terminated pursuant to Section 9 or if for any reason the purchase of the Offered Notes Securities by the Underwriters is not consummatedconsummated for any reason (a) other than any event specified in clause (iii), (iv), (vi), (vii) or (viii) of Section 7(c) of this Agreement or (b) because of the termination of this Agreement pursuant to Section 9 hereof, the Company shall remain responsible and the Selling Shareholders will jointly and severally reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by the Underwriters in connection with the offering of the Offered Securities in accordance with the terms of the Registration Rights Agreement (other than out-of-pocket expenses to separately agreed between the Company, the Selling Shareholders and the Representatives that will not be paid or reimbursed by it pursuant to Section 10reimbursable), and the respective obligations of the Company Company, the Selling Shareholders and the Underwriters pursuant to Section 8 hereof shall remain in effect. In addition, and if any Offered Notes 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 Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySeller, Advanta the Servicer or their respective officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) thereof made by or on behalf of any Underwriter Underwriter, the Seller or the Servicer or any controlling person of any Underwritertheir respective representatives, officers or the Company or Advanta, directors or any officer or director or controlling person of the Company or AdvantaControl Person, and shall will survive delivery of and payment for the Offered Underwritten Notes. If this Agreement is terminated pursuant to Section 9 10 or if for any reason the purchase of the Offered Underwritten Notes by the Underwriters is not consummated, the Company Seller shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 105, and the respective obligations of the Company Seller and the Underwriters pursuant to Section 8 shall remain in effect, and if any Offered Notes have been purchased hereunder, the representations and warranties in Section 2 and all obligations under Section 5 shall also remain in effect. If the purchase of the Offered Underwritten Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 910, the Company Seller will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, (including fees, expenses fees and disbursements of counsel, ) reasonably incurred by them in connection with the Underwriters in making preparations for the purchase, sale and delivery offering of the Offered Underwritten Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.

Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the CompanySelling Securityholder, Advanta the Company or its officers and of the several Underwriters, as Underwriters set forth in this Agreement or made by or on behalf of them, respectively, pursuant to this Agreement, shall Agreement will remain in full force and effect, regardless of any investigation (investigation, or any statement as to the results thereof) , made by or on behalf of any Underwriter Underwriter, the Selling Securityholder, the Company or any of their respective officers or directors or any controlling person of any Underwriter, or the Company or Advantaperson, or any officer partners, members, employees, selling agents or director or controlling person affiliates of the Company or Advanta, Underwriters and shall will survive delivery of and payment for the Offered NotesSecurities. If this Agreement is shall be terminated pursuant by the Underwriters, or any of them, because of any failure or refusal on the part of the Company to Section 9 comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the purchase Company shall be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Notes by the Underwriters is not consummated, the Company shall remain responsible for the expenses to be paid or reimbursed by it pursuant to Section 10Securities, and the respective obligations of the Company Company, the Selling Securityholder and the Underwriters pursuant to Section 8 10 hereof shall remain in effect. If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure or refusal on the part of the Selling Securityholder to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Selling Securityholder shall be unable to perform their obligations under this Agreement, the Selling Securityholder will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves for all out-of- pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Offered Securities, and the respective obligations of the Company, the Selling Securityholder and the Underwriters pursuant to Section 10 hereof shall remain in effect. In addition, if any Offered Notes Securities have been purchased hereunder, the representations and warranties in Section 2 hereof and all obligations under Section 5 6 hereof shall also remain in effect. If the purchase of the Offered Notes by the Underwriters is not consummated for any reason other than solely because of the termination of this Agreement pursuant to Section 9, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees, expenses and disbursements of counsel, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of the Offered Notes, but neither Advanta nor the Company shall then be under any further liability to any Underwriter except as provided in Sections 8 and 10 hereof.